Common Stock, par value $0.0001 per share
- Symbol
- ZONE
- Exchange
- NYSEAMER
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 9.01 · 8-K
Zone Frontier Inc.
ZONENYSE_AMERICANEQUITYCurrent
Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On August 11, 2026, CleanCore Solutions, Inc., a Nevada corporation (the “Company”), priced a best efforts public offering of 275,829,576 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), pre-funded warrants to purchase up to 124,170,424 shares of Common Stock (the “Pre-Funded Warrants”) and acco…
Company context
Zone Frontier Inc. (NYSE AMERICAN: ZONE) is helping to build the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, the Company aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world's leading AI companies.
Current securities
Recent company filings
- Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearOct 29, 2026
- 10-K/A filingOct 28, 2026
- Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Regulation FD DisclosureOct 14, 2026
- Entry into a Material Definitive Agreement · Other EventsSep 30, 2026
- 10-K filingSep 28, 2026
Registered securities in this filing
CLEANCORE SOLUTIONS, INC. · 8-K · Filed 2026-08-12
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August 11, 2026, CleanCore Solutions,
Inc., a Nevada corporation (the “Company”), priced a best efforts public offering of 275,829,576 shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), pre-funded
warrants to purchase up to 124,170,424 shares of Common Stock (the “Pre-Funded Warrants”) and accompanying warrants to
purchase up to 400,000,000 shares of Common Stock (the “Investor Warrants” and, together with the Shares
and the Pre-Funded Warrants, the “Securities”) at a combined public offering price of $0.25 per share of Common Stock
and accompanying Investor Warrant (or $0.2499 per Pre-Funded Warrant and accompanying Investor Warrant), for aggregate gross
proceeds to the Company of approximately $100,000,000, before deducting placement agent fees and estimated offering expenses payable
by the Company (the “Offering”).
In
connection with the Offering, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain
institutional investors named on the signature pages thereto (the “Purchasers”), while other investors purchased Securities
directly pursuant to the prospectus supplement relating to the Offering.
Certain investors elected to purchase Pre-Funded Warrants in lieu
of Shares, including to avoid exceeding applicable beneficial ownership limitations. The Pre-Funded Warrants are immediately exercisable
at a nominal exercise price of $0.0001 per share and will not expire until exercised in full. The Investor Warrants have an exercise price
of $0.25 per share, are exercisable immediately upon issuance and expire on the fifth anniversary of the initial exercise date.
The Purchase Agreement contains customary representations,
warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreement, the Company agreed for a period of 90 days following the closing of the Offering not to issue, enter
into any agreement to issue or announce the issuance or proposed issuance of shares of Common Stock or any Common Stock Equivalents (as
defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. The Company has also agreed for
a period of 180 days following the date of the Purchase Agreement not to enter into a Variable Rate Transaction (as defined in the Purchase
Agreement), subject to certain exceptions described in the Purchase Agreement. Additionally, certain of the Company’s directors
and executive officers agreed to be subject to a lock-up period of 90 days following the closing of the Offering pursuant to Lock-Up Agreements
entered into with the Placement Agent (as defined below).
Pursuant to a placement agency agreement dated as of August 11, 2026 (the “Placement Agency Agreement”), the Company engaged
Curvature Securities, LLC (“Curvature” or the “Placement Agent”) to act as sole placement agent in connection
with the Offering on a “reasonable best efforts” basis. The Company has agreed to pay an aggregate cash fee equal to 8.0% of
the aggregate gross proceeds of the Offering, of which 5.0% will be paid to the capital markets advisor.
The foregoing descriptions of the Purchase
Agreement, the Placement Agency Agreement, the Pre-Funded Warrants, the Investor Warrants and the Lock-Up Agreements are qualified
in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 10.1, 10.2, 4.1, 4.2 and 10.3,
respectively, hereto and incorporated by reference herein. A copy of the opinion of Lucosky Brookman LLP relating to the validity of
the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Investor Warrants is filed herewith
as Exhibit 5.1.
Filed exhibits (4)
EX-4.1 2 ea030170301ex4-1.htm FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CleanCore Solutions, Inc. Warrant Shares: [●] Issue Date: [●], 2026 ────────────────────────────────────────────────── Original Holder: [●] Initial Holder Address: [●] Initial Holder Email Address: [●] Initial Holder Contact Person (if applicable): [●] Initial Beneficial Ownership Limitation Election (check one): _____ 4.99% _____ 9.99% The Company may rely on the information set forth above for purposes of notices, beneficial ownership calculations and administration of this Warrant until updated by written notice from the Holder. THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the Original Holder identified above, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise …
Open exhibit ↗EX-4.2 3 ea030170301ex4-2.htm FORM OF COMMON STOCK PURCHASE WARRANT Exhibit 4.2 WARRANT TO PURCHASE SHARES OF COMMON STOCK CleanCore Solutions, Inc. Warrant Shares: [●] Initial Exercise Date: [●], 2026 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 20311 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CleanCore Solutions, Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1. “Affiliate” means any Person that, directly or indirectly through one or more…
Open exhibit ↗EX-99.1 8 ea030170301ex99-1.htm LAUNCH PRESS RELEASE, DATED AUGUST 10, 2026 Exhibit 99.1 CleanCore Solutions, Inc. (NYSE AMERICAN: ZONE) Announces Proposed Public Offering HOUSTON, TX, August 10, 2026 /PRNewswire/ - CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”), a company building the critical infrastructure that powers the AI economy, today announced that it has commenced a best-efforts public offering (the “Offering”) of its common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof) and accompanying warrants to purchase shares of common stock. All of the securities in the Offering are to be sold by CleanCore. Curvature Securities LLC is acting as the sole placement agent to the Company for the proposed Offering. The proposed Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed or as to the actual size or terms of the Offering. CleanCore intends to use the net proceeds from the Offering primarily to fund the development of AI critical infrastructure opportunities, including the Minnesota Project, and for working capital and genera…
Open exhibit ↗EX-99.2 9 ea030170301ex99-2.htm PRICING PRESS RELEASE, DATED AUGUST 11, 2026 Exhibit 99.2 CleanCore Solutions, Inc. (NYSE American: ZONE) Announces Pricing of $100 Million Public Offering HOUSTON, TX, August 11, 2026 /PRNewswire/ - CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”), a company building the critical infrastructure that powers the AI economy, today announced the pricing of its previously announced public offering (the “Offering”) of 400,000,000 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 400,000,000 shares of common stock. Each share of common stock and accompanying warrant is being offered at a combined public offering price of $0.25, for expected gross proceeds of approximately $100,000,000, before deducting placement agent discounts and commissions and offering expenses. The pre-funded warrants have an exercise price of $0.0001 per share. Each accompanying warrant will be immediately exercisable at an exercise price of $0.25 per share of common stock and will expire five years following the date of issuance. If all accompanying warrants are exercised in full, the Comp…
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