UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 31, 2025 (
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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| Item 1.01 | Notice of Entry into a Material Definitive Agreement. |
As previously disclosed, on December 24, 2024, CleanCore Solutions Inc. (the “Company”) issued a 20% original issue discount promissory note in the principal amount of $415,241.25 to Clayton Adams, the Company’s Chief Executive Officer (the “OID Note”).
On January 27, 2025, Mr. Adams entered into a note sale assignment and cancellation agreement (the “Assignment Agreement”) with Travis Buchanan, the Company’s President. Pursuant to the Assignment Agreement, Mr. Adams sold and assigned $125,000 of the OID Note to Mr. Buchanan for a purchase price of $100,000. Following such assignment, the Company issued a 20% original issue discount promissory note in the principal amount of $125,000 to Mr. Buchanan and a 20% original issue discount promissory note in the principal amount of $290,241.25 to Mr. Adams (collectively, the “New OID Notes”). The New OID Notes are due and payable on June 30, 2025 and accrue interest at a rate of 8% per annum; provided that upon an event of default (as defined in the New OID Notes), such interest rate shall increase to 15% per annum. The New OID Notes may be prepaid at any time without premium or penalty, are unsecured, and contain customary events of default for loans of this type.
The foregoing summary of the terms and conditions of the Assignment Agreement and the OID Notes 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
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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.
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Date: January 31, 2025 |
CLEANCORE SOLUTIONS, INC. |
| /s/ Clayton Adams | |
| Name: Clayton Adams | |
| Title: Chief Executive Officer |
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