☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No. 001-42033 CleanCore Solutions, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (Exact name of registrant as specified in its charter) | Nevada | 88-4042082 | | -- ...

[Form 8-K: Current Report](index=1&type=section&id=Form%208-K%3A%20Current%20Report) [Company and Filing Information](index=1&type=section&id=Company%20and%20Filing%20Information) CleanCore Solutions, Inc., a Nevada corporation listed on NYSE American LLC under ZONE, filed this Form 8-K on August 22, 2025, as an emerging growth company Company and Filing Details | Category | Detail | | :--- | :--- | | **Registrant Name** | CLEANCORE SOLUTIONS, INC. | | **Date of Report** | August 22, 2025 | | **State of Incorporation** | Nevada | | **Stock Ticker** | ZONE | | **Exchange** | NYSE American LLC | - The company is classified as an **Emerging Growth Company**[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) CleanCore Solutions, Inc. issued a press release on August 22, 2025, detailing fiscal year 2025 financial results, furnished not filed under Section 18 of the Exchange Act - The company issued a press release on **August 22, 2025**, regarding its financial results for the **fiscal year ended June 30, 2025**[5](index=5&type=chunk) - The press release (Exhibit 99.1) is considered **furnished**, not **filed**, and is not subject to the liabilities of **Section 18 of the Exchange Act**, nor is it incorporated by reference into other filings unless explicitly stated[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section details the exhibits accompanying the Form 8-K filing, including the financial results press release and interactive data file Exhibits Included | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release issued on August 22, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=3&type=section&id=Signatures) The report was signed and authorized by Clayton Adams, Chief Executive Officer of CleanCore Solutions, Inc., on August 22, 2025 - The report is signed and authorized by **Clayton Adams**, **Chief Executive Officer**, on **August 22, 2025**[10](index=10&type=chunk)

Omaha, NE, Aug. 22, 2025 (GLOBE NEWSWIRE) -- CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”), a developer of patented technology that works as a safe and low-cost replacement for traditional cleaning chemicals, today announced financial results for the fiscal fourth quarter and full year ended June 30, 2025, and provided a business update. Recent Business Highlights: Record U.S. Revenue: Achieved $1.1 million in U.S. revenue for the fourth quarter, representing the Company’s f ...

Core Insights - CleanCore Solutions, Inc. has secured a multi-million dollar contract with a leading logistics and delivery organization to deploy its chemical-free cleaning technology across over 1,000 facilities in the U.S. [1][2] - The implementation of CleanCore's proprietary Power Caddies and Fill Stations is set to begin this month, with further expansion planned throughout 2025 [2][3] - This contract highlights a growing trend among Fortune 500 companies towards sustainability and operational efficiency, as CleanCore's technology offers a safe alternative to traditional cleaning chemicals [3][4] Company Overview - CleanCore Solutions, Inc. focuses on revolutionizing cleaning practices through its patented aqueous ozone technology, aiming to provide cost-effective and sustainable solutions [5] - The company's mission is to create a healthier and greener future by replacing traditional cleaning chemicals with safer alternatives [5]

Acquisition and Financing - CleanCore Global acquired assets from Sanzonate Europe Ltd. for a total purchase price of $2,475,000, which includes $425,000 in cash and a promissory note of $800,000[121][122]. - The acquisition includes Earn-Out Payments based on Net Sales milestones, starting at €2,000,000 for an additional $200,000 payment, with a maximum potential of $1,250,000[126]. - The company raised $1,010,000 through private placement of promissory notes and warrants, with notes bearing 12% interest due by April 16, 2027[131][132]. - The promissory note issued to Gary Hollst was amended to a principal amount of $342,154.57, due on May 31, 2026, with an interest rate of 8.5%[133]. - CleanCore Global's acquisition strategy is supported by a five-year warrant for 425,000 shares at an exercise price of $1.25 per share[122]. - The company anticipates needing to raise additional capital through equity or debt financing to fund planned expenditures over the next 12 months[159]. Financial Performance - Revenue increased by $243,995, or 77.73%, to $557,915 for the three months ended March 31, 2025, compared to $313,920 for the same period in 2024, primarily due to increased sales to a distributor in India[140]. - Cost of sales increased by $73,599, or 42.50%, to $246,783 for the three months ended March 31, 2025, while as a percentage of revenue, it decreased from 55.17% to 44.23%[141]. - Gross profit increased by $170,396, or 121.07%, to $311,132 for the three months ended March 31, 2025, with gross profit margin rising from 44.83% to 55.77%[142]. - General and administrative expenses rose by $447,365, or 85.88%, to $968,264 for the three months ended March 31, 2025, increasing as a percentage of revenue from 165.93% to 173.55%[143]. - Net loss for the three months ended March 31, 2025, was $809,354, compared to a net loss of $520,670 for the same period in 2024, representing an increase in loss of $288,684, or 55.44%[147]. - For the nine months ended March 31, 2025, revenue increased by $282,073, or 31.41%, to $1,180,083, driven by a 171% increase in sales with the largest customer[150]. - General and administrative expenses for the nine months ended March 31, 2025, increased by $1,512,901, or 111.98%, to $2,863,998, with expenses as a percentage of revenue rising from 150.45% to 242.69%[153]. - Net cash used in operating activities was $2,234,206 for the nine months ended March 31, 2025, compared to $485,530 for the same period in 2024[163]. - Cash and cash equivalents as of March 31, 2025, were $796,843, with a net loss for the nine months ended March 31, 2025, of $2,670,469[158]. Accounting and Financial Reporting - CleanCore Global is classified as an "emerging growth company," allowing it to delay compliance with certain accounting standards until they apply to private companies[136][137]. - The company’s financial statements require management to make estimates and assumptions that could materially affect reported financial position and results of operations[170]. - The company evaluates its accounting estimates regularly based on historical industry experience and other reasonable assumptions[170]. - There are no significant accounting policies that involve complex estimation that could materially affect cash flows or financial position[171]. - The company has no off-balance sheet arrangements that are likely to affect its financial condition or results of operations[169]. - As of March 31, 2025, the company has no long-term debt obligations other than obligations under loans and a non-cancellable operating lease commitment expiring in 2028[168]. - The company has a non-cancellable operating lease commitment for its office facility, which is set to expire in 2028[168]. - The company has no other long-term liabilities reflected on its statements of financial position as of the reporting date[168]. - The company has not disclosed any quantitative or qualitative market risk factors that are applicable[172]. Business Strategy and Operations - The company aims to expand its distributor network and improve production processes to enhance product effectiveness in various environments, including restaurants and airports[120]. - The company is focused on creating safe, chemical-free cleaning solutions using patented nanobubble technology[118]. - The company’s financial performance is influenced by customer acquisition and retention, technology innovation, and market conditions[138].

[Form 8-K Current Report](index=1&type=section&id=Form%208-K%20Current%20Report) This report details CleanCore Solutions, Inc.'s registrant information, financial results announcement, and attached exhibits, signed by the CEO [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides key identification details for CleanCore Solutions, Inc., including its incorporation state, stock exchange listing, and emerging growth company status | Category | Detail | | :--- | :--- | | **Registrant Name** | CleanCore Solutions, Inc. | | **State of Incorporation** | Nevada | | **Report Date** | May 14, 2025 | | **Stock Exchange** | NYSE American LLC | | **Trading Symbol** | ZONE | | **Security** | Class B Common Stock, par value $0.0001 per share | - The registrant is identified as an emerging growth company[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This item announces the issuance of a press release detailing the company's financial results for the fiscal quarter ended March 31, 2025 - The company issued a press release on May 14, 2025, detailing financial results for the fiscal quarter ending March 31, 2025[5](index=5&type=chunk) - The press release (Exhibit 99.1) is furnished with this report but is not deemed "filed" under Section 18 of the Securities Exchange Act of 1934, limiting its legal liability in certain contexts[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits attached to the Form 8-K filing, primarily the press release containing the financial results | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release issued on May 14, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=3&type=section&id=Signatures) This section confirms the official signing and authorization of the report by the company's Chief Executive Officer - The report was signed on May 14, 2025, by Clayton Adams, the Chief Executive Officer of CleanCore Solutions, Inc.[9](index=9&type=chunk)[10](index=10&type=chunk)

Core Insights - CleanCore Solutions, Inc. has successfully acquired Sanzonate Europe Ltd., enhancing its position in the European market and expanding its distribution network for aqueous ozone cleaning technologies [1][2][4] Financial Performance - The acquisition is expected to drive immediate revenue growth and bolster profitability, with access to over $20 million in sales opportunities through Sanzonate's distribution network [2][10] - The transaction was financed through a seller-financed promissory note and an earnout structure, minimizing upfront costs and ensuring financial prudence [5] Strategic Advantages - CleanCore gains access to Sanzonate's expertise and distribution network, solidifying its position as a global leader in sustainable cleaning solutions [4][10] - The acquisition eliminates intermediaries, improving gross margins and EBITDA while securing $400,000 in inventory and $258,000 in accounts receivable [10] Market Expansion - The acquisition strengthens CleanCore's presence in Europe, enabling further growth opportunities in Asia and South America, aligning with global sustainability initiatives [10]

Core Insights - Traeger, Inc. has launched the Flatrock 2 Zone Griddle, expanding its griddle lineup with a compact design that maintains high performance similar to the Flatrock 3 Zone [1][2][3] - The Flatrock 2 Zone features a two-zone cooking system and streamlined ignition process, enhancing the outdoor cooking experience by providing versatility and efficiency [2][3] - The product is priced at $699 and will be available on Traeger.com and select retailers in the U.S. and Canada [4] Company Overview - Traeger Grills, based in Salt Lake City, is a leader in the wood pellet grill market, known for its innovative outdoor cooking systems that allow for various cooking methods [5] - The company has recently entered the griddle category, further solidifying its position in the outdoor cooking space with versatile cooking options [5] Product Features - The Flatrock 2 Zone includes two distinct cooking zones for precise heat control, ensuring even cooking without hot or cold spots [6] - It incorporates wind-blocking technology for consistent heat coverage and U-shaped burners for reliable cooking performance [6] - The design features EZ-CLEAN™ grease management for easy cleanup and a slimmed-down size suitable for smaller spaces [6] - Customizable cookspace options are available with the Pop-And-Lock™ accessory rail and folding side shelves [6]

Core Insights - CleanCore Solutions, Inc. has announced a definitive agreement to acquire Sanzonate Europe Ltd., the largest distributor of aqueous ozone cleaning technologies in Europe, which is expected to generate immediate value and accelerate high-margin revenue growth [1][2][4] - The acquisition is anticipated to strengthen CleanCore's market position in Europe and support its overall global expansion without requiring a dilutive equity capital raise, thereby preserving shareholder value [1][5] Strategic Acquisition Details - The acquisition will provide CleanCore with direct control over Europe's largest aqueous ozone distribution network, enhancing operational efficiencies and securing long-term recurring revenue streams [4][6] - CleanCore expects to unlock a substantial multi-million-dollar sales pipeline, with an estimated future revenue growth potential of approximately $20+ million [2][6] - The transaction is structured to maximize capital efficiency, primarily financed through a seller-financed carryback note and earnout, ensuring a clean balance sheet post-transaction [6][7] Financial Highlights - Sanzonate currently has over 30 distribution partners and a net backlog of over $10 million, which will contribute to immediate revenue growth for CleanCore [6] - The acquisition includes approximately $500,000 in inventory and $450,000 in accounts receivable, with CleanCore not assuming any liabilities [6][7] - The financing terms include a cash payment of $600,000, a $625,000 promissory note due in two years at 10% interest, and annual earnout payments for five years totaling up to $1,250,000 [7] Market Position and Future Outlook - CleanCore aims to solidify its position as a global leader in sustainable cleaning solutions, capitalizing on Europe's focus on corporate sustainability and green initiatives [4][6] - The acquisition is expected to facilitate rapid scalability across Asia, South America, and other key international markets [6] - The combined strengths of CleanCore and Sanzonate are projected to enhance service efficiency and deliver innovative products to a developing market sector [5][6]

[PART I: FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements for December 31, 2024, show decreased assets and equity, widened net losses, and negative operating cash flow, raising substantial doubt about the company's going concern [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) As of December 31, 2024, total assets decreased to **$6.13 million** from **$7.48 million**, primarily due to reduced cash, while liabilities increased and stockholders' equity fell sharply Condensed Balance Sheet Highlights (Unaudited) | Balance Sheet Item | Dec 31, 2024 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $560,489 | $2,016,611 | ($1,456,122) | | Total current assets | $1,992,368 | $3,211,588 | ($1,219,220) | | Total assets | $6,127,218 | $7,481,251 | ($1,354,033) | | Total current liabilities | $1,874,044 | $1,505,506 | $368,538 | | Total liabilities | $3,920,070 | $3,744,794 | $175,276 | | Total stockholders' equity | $2,207,148 | $3,736,457 | ($1,529,309) | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended December 31, 2024, revenue was flat, but net loss widened significantly to **$1.0 million**, and for the six-month period, net loss more than doubled to **$1.86 million** due to increased operating expenses Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Dec 31, 2024 | Three Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenue, net | $257,269 | $258,406 | $622,168 | $584,090 | | Gross profit | $62,011 | $126,669 | $247,511 | $299,778 | | Loss from operations | ($963,995) | ($256,930) | ($1,780,740) | ($633,081) | | Net loss | ($1,005,030) | ($344,799) | ($1,861,109) | ($782,093) | | Net loss per share | ($0.12) | ($0.10) | ($0.23) | ($0.23) | [Condensed Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended December 31, 2024, net cash used in operating activities dramatically increased to **$1.66 million**, leading to a **$1.46 million** decrease in cash and cash equivalents Cash Flow Summary for Six Months Ended December 31 (Unaudited) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,662,330) | ($234,156) | | Net cash used in investing activities | ($9,065) | ($1,015) | | Net cash provided by (used in) financing activities | $215,273 | ($113,318) | | **Net decrease in cash** | **($1,456,122)** | **($348,489)** | | Cash at end of period | $560,489 | $44,705 | [Notes to Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's aqueous ozone cleaning products business and disclose management's substantial doubt about the company's ability to continue as a going concern due to recurring losses and insufficient resources, with a new unit offering launched in January 2025 to raise capital - The company specializes in developing and producing cleaning products using a patented nanobubble technology with aqueous ozone for various industries[24](index=24&type=chunk)[25](index=25&type=chunk) - Management has concluded that a material uncertainty exists that raises substantial doubt about the Company's ability to continue as a going concern for the next **12 months**, as available resources are not sufficient to fund planned expenditures[28](index=28&type=chunk)[29](index=29&type=chunk) - The company is dependent on raising additional capital through equity or debt financing to implement its business plan. There is no assurance of success in these financing ventures[30](index=30&type=chunk) - In January 2025, the company launched a private placement unit offering to accredited investors to raise up to **$2 million** (with a potential increase to **$4 million**), with each unit consisting of a **12%** promissory note and a warrant[101](index=101&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes increased net loss to higher operating costs, particularly general and administrative expenses, reiterating significant liquidity challenges and the company's dependence on raising additional capital to fund operations [Results of Operations](index=25&type=section&id=Results%20of%20Operations) For the three months ended December 31, 2024, revenue was flat while net loss increased by **191.48%** to **$1.0 million**, driven by a **184.46%** surge in G&A expenses, and for the six-month period, net loss increased **137.97%** to **$1.86 million** due to surging G&A and advertising costs Comparison of Three Months Ended December 31, 2024 and 2023 | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $257,269 | $258,406 | (0.44)% | | Gross Profit | $62,011 | $126,669 | (51.04)% | | General & administrative expenses | $911,173 | $320,322 | 184.46% | | Net Loss | ($1,005,030) | ($344,799) | 191.48% | Comparison of Six Months Ended December 31, 2024 and 2023 | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $622,168 | $584,090 | 6.52% | | Gross Profit | $247,511 | $299,778 | (17.44)% | | General & administrative expenses | $1,827,387 | $830,196 | 120.12% | | Net Loss | ($1,861,109) | ($782,093) | 137.97% | - The increase in G&A expenses for the six-month period was primarily due to a **$223,833** increase in stock compensation expense, a **$470,804** increase in professional and consulting fees, and a **$138,304** increase in director and officer insurance[132](index=132&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity constraints with cash of **$560,489** and **$1.66 million** used in operations for the six months, raising substantial doubt about its going concern ability and dependence on additional capital - As of December 31, 2024, the company had cash and cash equivalents of **$560,489**, a net loss of **$1,861,109** for the six-month period, and used **$1,662,330** in cash from operating activities[137](index=137&type=chunk) - Management believes that currently available resources are insufficient to fund planned expenditures over the next **12 months**, which raises substantial doubt about the company's ability to continue as a going concern[138](index=138&type=chunk) - The company's ability to continue operations is dependent on raising additional capital, but there is no assurance of success in future financing ventures[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has indicated that this item is not applicable - Not applicable[150](index=150&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of December 31, 2024, due to material weaknesses in internal control over financial reporting, with remedial measures underway - The company's principal executive and financial officers concluded that disclosure controls and procedures were not effective as of the end of the period[151](index=151&type=chunk) - Material weaknesses were identified related to: 1. Lack of sufficient trained professionals to design and execute a formal risk assessment process and accounting controls, and to maintain segregation of duties. 2. Lack of sufficient professionals with U.S. GAAP expertise to account for complex transactions and review valuation reports[151](index=151&type=chunk)[152](index=152&type=chunk) - The company is planning remedial measures, including formalizing processes, strengthening reviews, and hiring additional qualified accounting and finance personnel[153](index=153&type=chunk) [PART II: OTHER INFORMATION](index=31&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a lawsuit filed by its former CEO, Matthew Atkinson, on August 20, 2024, alleging unpaid compensation and seeking damages totaling **$131,594.85** plus penalties and legal fees - On August 20, 2024, former CEO Matthew Atkinson filed a lawsuit against the company[160](index=160&type=chunk) - The lawsuit claims unpaid compensation, expenses, and vacation totaling **$131,594.85**, and seeks additional penalties and legal fees[160](index=160&type=chunk) - The company has accrued approximately **$108,000** for a legal claim[93](index=93&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company has indicated that this item is not applicable for this quarterly report - Not applicable[161](index=161&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the three months ended December 31, 2024, the company did not sell any unregistered equity securities not previously disclosed on a Form 8-K or repurchase any common stock - No unregistered equity securities were sold during the quarter that were not previously disclosed on a Form 8-K[162](index=162&type=chunk) - The company did not repurchase any of its common stock during the three months ended December 31, 2024[163](index=163&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[164](index=164&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has indicated that this item is not applicable - Not applicable[165](index=165&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this period - None[166](index=166&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including articles of incorporation, bylaws, warrant agreements, promissory notes, and officer certifications