What changed in this filing

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Item 5. Other Information

2024-11-13 compared with 2024-06-10 · 30 added, 87 removed, 17 unchanged (87% of the section changed)

OTHER INFORMATION.

Resignation of Chairman and CEO

On June 7, 2024, Douglas T.

Moore resigned from his positions as Chairman,

Chief Executive Officer and President .

Moore’s resignation was not due to any disagreement with our company on any matter relating

to our operations, policies or practices.

On June 10, 2024, we entered into a separation agreement and release

of claims, or the Separation Agreement, with Mr.

Moore providing for the separation of his employment with our company effective as of

June 7, 2024.

Under the Separation Agreement, we agreed to pay Mr.

Moore a severance payment in the amount of $80,000, payable in $10,000

installments every two weeks consistent with our existing payroll practices, and agreed to pay all previously earned, accrued, and unpaid

benefits from our company and its employee benefit plans.

We also agreed to issue 20,000 shares of class B common stock to Mr.

January 2, 2025.

Moore helped us complete our initial public offering and successfully

list on NYSE American.

We expect that Mr.

Moore will continue as a trusted advisor to our company and assist us to build a broad base

of customers and pursue strategic initiatives as needed.

Under the planned advisory agreement with Mr.

Moore, he would be entitled to

receive a ten percent (10%) commission on revenues actually received during a two-year period from certain new clients that Mr.

introduces to us.

The Separation Agreement also includes a customary mutual release of claims by Mr.

Moore and our company,

as well as customary confidentiality and mutual non-disparagement provisions.

Appointment of Chairman and CEO

On June 7, 2024, our Board of Directors, upon recommendation of the

Nominating and Corporate Governance Committee, appointed Clayton Adams , a significant stockholder and founder, as Chairman, Chief Executive

Officer and President.

Clayton Adams is one of our founders and previously served as our President, Chief Financial Officer and as a member of our board of directors

from September 2022 until July 2023.

Since January 2020, Mr.

Adams has served as Principal at Bird Dog Capital LLC, where he leads various

Adams gained experience developing the growth of small companies as Chief Executive Officer of Carson Enterprises, Inc.,

a company engaged in landscaping and construction, from March 2009 to February 2019.

At Carson Enterprises, Inc., Mr.

Adams expanded the

company and successfully sold the company in February 2019.

Adams is also a member of the board of directors and serves on the audit,

compensation and nominating committees of Signing Day Sports, Inc.

Adams graduated from Red Oak High School in 2007.

We believe that

Adams is qualified to serve on our board of directors due to his experience in small-cap companies, scaling operations, and financial

Adams was appointed to serve until his successor is duly elected

and qualified.

There are no family relationships between Mr.

Adams and our existing directors and officers.

There are no arrangements

or understandings between Mr.

Adams and any other persons pursuant to which he was selected.

See Part I, Item 2 “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a description

of certain loans to us from Mr.

Except for those loans, there has been no transaction, nor is there any currently proposed transaction,

Adams and us that would require disclosure under Item 404(a) of Regulation S-K.

Description of Exhibit

Articles of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 10, 2023)

Bylaws of CleanCore Solutions, Inc.

of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement

on Form S-1 filed on October 10, 2023)

of CleanCore Solutions, Inc.

(incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October

Class B Common Stock Purchase Warrant issued to Boustead Securities, LLC on April 30, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 1, 2024)

Form of 10% Original Issue Discount Convertible Promissory Note relating to the 2024 private placement (incorporated by reference to Exhibit 10.2 to Amendment No.

3 to the Registration Statement on Form S-1/A filed on February 23, 2024)

Loan Agreement, dated March 26, 2024, between CleanCore Solutions, Inc.

and Clayton Adams (incorporated by reference to Exhibit 10.14 to Amendment No.

6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

Revolving Credit Note issued by CleanCore Solutions, Inc.

to Clayton Adams on March 26, 2024 (incorporated by reference to Exhibit 10.15 to Amendment No.

6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

Business Property Lease Second Amendment, dated March 20, 2024, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc.

(incorporated by reference to Exhibit 10.18 to Amendment No.

6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

Employment Agreement, dated February 5, 2024, between CleanCore Solutions, Inc.

and Douglas T.

Moore (incorporated by reference to Exhibit 10.19 to Amendment No.

3 to the Registration Statement on Form S-1/A filed on February 23, 2024)

Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

B Common Stock Purchase Warrant issued to Boustead Securities, LLC on April 30, 2024 (incorporated by reference to Exhibit 4.1 to

the Current Report on Form 8-K filed on May 1, 2024)

Distributorship Contract, dated September 10, 2024, between CleanCore Solutions, Inc.

and Consensus B.V.

(incorporated by reference

to Exhibit 10.1 to the Annual Report on Form 10-K filed on September 20, 2024)

Development Proposal, dated August 20, 2024, between CleanCore Solutions, Inc.

and Business International Incorporation (incorporated

by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on September 20, 2024)

Certifications

of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications

of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications

of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications

of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Inline XBRL Taxonomy Extension Calculation

Linkbase Document

Inline XBRL Taxonomy Extension Definition

Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation

Linkbase Document

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit 101)

* Filed herewith

3 unchanged sentences

duly authorized.

June 10, 2024

November 13, 2024

CLEANCORE SOLUTIONS, INC.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information