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

[Form 8-K Filing](index=1&type=section&id=Form%208-K%20Filing) This document is a Form 8-K filing by CleanCore Solutions, Inc., detailing recent financial results and corporate information [Report Overview](index=1&type=section&id=Report%20Overview) This Form 8-K was filed by CleanCore Solutions, Inc. on February 14, 2025, an emerging growth company whose Class B Common Stock (ZONE) is traded on the NYSE American LLC - **Filing Company**: CleanCore Solutions, Inc.[2](index=2&type=chunk) - **Report Date (earliest event)**: February 14, 2025[2](index=2&type=chunk) - **Stock Listing**: Class B Common Stock, symbol ZONE, on NYSE American LLC[3](index=3&type=chunk) - 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) On February 14, 2025, the company issued a press release (furnished as Exhibit 99.1) announcing its financial results for the fiscal quarter ended December 31, 2024, with specific legal implications regarding liability under the Securities Exchange Act of 1934 - Financial results for the fiscal quarter ended **December 31, 2024**, were announced[5](index=5&type=chunk) - Results were disclosed in a press release, furnished as **Exhibit 99.1**[5](index=5&type=chunk) - Furnished information is not deemed "filed" under Section 18 of the Securities Exchange Act of 1934, limiting legal liability[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 financial results and the interactive data file Exhibits Filed | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release issued on February 14, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=3&type=section&id=Signatures) The report was officially signed and authorized by Clayton Adams, the Chief Executive Officer of CleanCore Solutions, Inc., on February 14, 2025 - The report was duly signed and authorized on behalf of CleanCore Solutions, Inc. on **February 14, 2025**[9](index=9&type=chunk)[10](index=10&type=chunk) - **Signatory**: Clayton Adams, Chief Executive Officer[11](index=11&type=chunk)

Core Insights - CleanCore Solutions, Inc. reported strong market adoption of its patented cleaning technology, particularly in the education and aviation sectors, indicating a shift towards cost-effective and sustainable cleaning alternatives [3] - The company has transitioned to a direct sales recurring revenue model, which has led to a temporary dip in revenue and increased expenses, but revenue for the six months ended December 31, 2024, grew by 6.5% [3] - CleanCore is gaining traction with major organizations, including an international hotel chain and fitness centers, highlighting its ability to serve diverse industries [3] - The recent EPA ban on two carcinogenic chemicals is expected to drive significant market demand for CleanCore's products, which comply with new regulations [3] Financial Performance - Revenue for the three months ended December 31, 2024, was approximately $257,000, slightly down from approximately $258,000 for the same period in 2023 [4] - General and administrative expenses increased to approximately $911,000 for the three months ended December 31, 2024, compared to approximately $320,000 for the same period in 2023, primarily due to higher professional fees and salaries [4] - The net loss for the three months ended December 31, 2024, was approximately $1.0 million, compared to approximately $345,000 for the same period in 2023 [4] Business Developments - CleanCore has commenced a worldwide rollout with a leading enterprise software company and expanded international partnerships with Fortune 500 clients [7] - The company is undertaking product reengineering initiatives to lower the cost of goods sold, ensuring long-term financial efficiency [7] - CleanCore's mission is to revolutionize cleaning practices through its patented aqueous ozone technology, aiming for a healthier and greener future [6]

Core Insights - CleanCore Solutions, Inc. reported a revenue of approximately $257,000 for the three months ended December 31, 2024, showing a slight decrease from approximately $258,000 in the same period of 2023 [4] - The company experienced a significant increase in general and administrative expenses, rising to approximately $911,000 for the three months ended December 31, 2024, compared to approximately $320,000 for the same period in 2023 [4] - The net loss for the quarter was approximately $1.0 million, compared to a net loss of approximately $345,000 in the prior year [4] Business Highlights - CleanCore is witnessing strong market adoption, particularly in the education and aviation sectors, as organizations seek cost-effective alternatives to traditional cleaning products [3] - The company has transitioned to a direct sales recurring revenue model, which has led to higher sales costs and a temporary revenue dip, but revenue for the six months ended December 31, 2024, grew by 6.5% [3] - Major partnerships have been established with an international hotel chain, US-based fitness centers, Montessori schools in Minnesota, and a major New York airport, indicating the company's ability to serve diverse industries [3] Market Positioning - The recent EPA ban on two carcinogenic chemicals is expected to drive significant market demand for CleanCore's products, which comply with new regulations [3] - The company is well-positioned to assist businesses in transitioning to safer, chemical-free alternatives, aligning with the growing demand for sustainable solutions [3] - CleanCore is expanding its international partnerships with Fortune 500 clients and has commenced a worldwide rollout with a leading enterprise software company [7] Financial Strategy - The company is undertaking product reengineering initiatives to lower the cost of goods sold, ensuring long-term financial efficiency [7] - CleanCore aims to create sustainable and predictable revenue growth through its new sales model and increased market traction [3]

Core Insights - CleanCore Solutions, Inc. has launched its patented cleaning technology at a major international airport in New York, aiming to replace harmful chemicals with safe and cost-effective alternatives [1][2][3] - The deployment focuses on high-traffic areas such as passenger terminals, restrooms, and transportation hubs, aligning with the airport's sustainability goals and rigorous maintenance needs [2][3] - The CEO of CleanCore highlighted that this rollout is expected to drive growth and generate significant monthly recurring revenue, showcasing the effectiveness of their eco-friendly solutions [3] Company Overview - CleanCore Solutions, Inc. is dedicated to transforming cleaning practices through its patented aqueous ozone technology, providing sustainable and cost-effective solutions that exceed traditional methods [4] - The company's mission emphasizes creating a healthier and greener future through innovation and commitment to excellence [4]

Omaha, NE, Jan. 06, 2025 (GLOBE NEWSWIRE) -- 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 announced the appointment of Travis Buchanan as President of the Company. Travis Buchanan is an experienced executive with a strong background in acquisitions, scaling businesses, technology design and deployment, and manufacturing operations. Throughout his career, ...

Omaha, NE, Dec. 18, 2024 (GLOBE NEWSWIRE) -- CleanCore Solutions, Inc. (NYSE:ZONE) ("CleanCore" or the "Company"), developer of patented technology that works as a safe and low-cost replacement for traditional cleaning chemicals, commends the Environmental Protection Agency (EPA) for its decisive action to ban two known carcinogens used in a variety of consumer products and industrial settings. The ban targets trichloroethylene (TCE) and perchloroethylene (PCE, or perc), substances that have posed significa ...