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the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
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☒
Definitive Proxy Statement
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Definitive Additional Materials
☐
Soliciting Material under 240.14a-12
CleanCore
Solutions, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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CleanCore Solutions, Inc.
5920 S 118th Circle
Omaha, NE 68137
April 23, 2025
Dear Fellow Stockholders:
You are cordially invited
to attend the Annual Meeting of Stockholders (the Annual Meeting) of CleanCore Solutions, Inc. (we, us,
our or the Company) that will be held on June 5, 2025 at 3:00 p.m. Eastern Time, and any postponement, adjournment
or continuation thereof. We will hold the Annual Meeting in a virtual format via live webcast at https://stctransfer.zoom.us/webinar/register/WN_iEioNiFQQcyL0c6uW6Ilrg.
Details of the business to
be conducted at the Annual Meeting are given in the accompanying Notice of Annual Meeting of Stockholders and the Proxy Statement. The
Proxy Statement was first sent or given to our stockholders on or about April 30, 2025. You should have also received a proxy card or
voting instruction form and postage-paid return envelope, which are being solicited on behalf of our Board of Directors.
After reading the Notice
of Annual Meeting of Stockholders and the Proxy Statement, please mark your votes on the accompanying proxy card or voting instruction
form, sign it and promptly return it in the accompanying postage-paid envelope or by fax or email. You may also vote by Internet as instructed
in the Proxy Statement or on the proxy card or voting instruction form. Please vote by whichever method is most convenient for you to
ensure that your shares are represented at the Annual Meeting.
It is important that your
shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible.
Returning the proxy card or voting instruction form or voting by Internet does not deprive you of your right to attend the Annual Meeting
virtually and to vote your shares at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual
Meeting.
Thank you for your ongoing
support.
Sincerely yours,
/s/
Clayton Adams
Clayton Adams
Chairman and CEO
CleanCore Solutions, Inc.
Proxy Statement
CleanCore Solutions, Inc.
5920 S 118th Circle
Omaha, NE 68137
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 5, 2025
To the Stockholders of CleanCore Solutions, Inc.
NOTICE IS HEREBY GIVEN
that an Annual Meeting of Stockholders (the Annual Meeting) of CleanCore Solutions, Inc. (we, us,
our or the Company) will be held on June 5, 2025 at 3:00 p.m. Eastern Time. The Annual Meeting will be a virtual
stockholder meeting conducted via live webcast. The purpose of the Annual Meeting will be the following:
1.
To elect the four (4) nominees named in the accompanying proxy statement to the board of directors, each to serve until our next annual meeting of stockholders or until such person shall resign, be removed or otherwise leave office.
2.
To ratify the appointment of TAAD, LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2025.
3.
To approve Amendment No. 2 to the CleanCore Solutions, Inc. 2022 Equity Incentive Plan to increase the share reserve.
4.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business
are more fully described in the proxy statement accompanying this notice. The proxy statement provides a detailed description of the business
to be conducted at the Annual Meeting and we urge you to read the proxy statement, including the appendices, carefully and in their entirety.
Only stockholders of the
Company as of the close of business on April 22, 2025 (the Record Date) and their proxies are entitled to notice of, to
attend and/or to vote at the Annual Meeting and any postponements, adjournments or continuations thereof.
All stockholders as of the
Record Date are cordially invited to attend the Annual Meeting. You are urged to vote even if you sold your shares after the Record Date.
You may vote over the Internet or by completing a proxy card or voting instruction form and returning it in accordance with the instructions
therein. Further instructions regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.
IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. ACCORDINGLY, AFTER READING
THE ACCOMPANYING PROXY STATEMENT, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY FOLLOWING THE INSTRUCTIONS PROVIDED. PLEASE
NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES
WILL BE REPRESENTED.
Regardless of the number
of shares of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in the
Company.
By Order of the Board of Directors,
/s/
Clayton Adams
Omaha, NE
Clayton Adams
April 23, 2025
Chairman and CEO
CleanCore Solutions, Inc.
Proxy Statement
CleanCore Solutions, Inc.
5920 S 118th Circle
Omaha, NE 68137
PROXY STATEMENT
The board of directors of
CleanCore Solutions, Inc. (we, us, our or the Company), is soliciting proxies
to be used at our Annual Meeting of Stockholders to be held solely via live webcast on June 5, 2025 at 3:00 p.m. Eastern Time and for
any postponement, adjournment or continuation thereof (the Annual Meeting). To access the live webcast, go to https://stctransfer.zoom.us/webinar/register/WN_iEioNiFQQcyL0c6uW6Ilrg.
This proxy statement summarizes
information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to
vote.
We are mailing this proxy
statement to our stockholders of record as of April 22, 2025 (the Record Date) on or about April 30, 2025. In addition,
we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials
and our Annual Report on Form10-K for the fiscal year ended June 30, 2024 so that our record holders can supply these materials
to the beneficial owners of our shares as of the Record Date. Our Annual Report on Form10-K for the fiscal year ended June 30, 2024
is also available in the Investor Relations section of our website, located at https://investors.cleancoresol.com (our IR site),
under the link for SEC Filings. Website references throughout this proxy statement are provided for convenience only, and
the content on the referenced websites is not incorporated by reference into this proxy statement.
We are providing this proxy
statement in connection with the solicitation by our board of directors of proxies to be voted at the Annual Meeting. This proxy statement
contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. You are
invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the
Annual Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described below. Whether or
not you expect to attend the Annual Meeting, please vote your shares as soon as possible in order to ensure your representation at the
Annual Meeting.
Your vote is very important
.
Please submit your vote via the Internet or by mail, fax or email as soon as possible by following the voting instructions on the proxy
card, even if you plan to attend the Annual Meeting. If you hold your shares in an account at a bank, broker, dealer or other nominee,
follow the instructions provided by your nominee on your voting instruction form or otherwise to vote your shares. Voting your shares
by proxy ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting now will
not limit your right to change your vote or to attend the Annual Meeting.
What proposals will be voted on at the Annual Meeting?
Three proposals are scheduled
to be voted on at the Annual Meeting:
●
Proposal No. 1 to elect the four (4) nominees named in this proxy statement to the board of directors, each to serve until our next annual meeting of stockholders or until such person shall resign, be removed or otherwise leave office;
●
Proposal No. 2 to ratify the appointment of TAAD, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025; and
●
Proposal No. 3 to approve Amendment No. 2 to the CleanCore Solutions, Inc. 2022 Equity Incentive Plan to increase the share reserve.
In addition, you are entitled
to vote on any other matters that are properly brought before the Annual Meeting.
What are the Boards recommendations?
Our board of directors unanimously
recommends that you vote
FOR
each director nominee and
FOR
each other proposal. We describe
each proposal and the boards reason for its recommendation below.
Will there be any other items of business on the agenda?
We do not expect any other items of business beyond
those described in this proxy statement because the deadline for stockholder proposals and nominations has already passed. Nonetheless,
in case there is an unforeseen need, the proxy card gives discretionary authority to the persons named on the proxy with respect to any
other matters that might be properly brought before the Annual Meeting. The proxy holders intend to vote the proxy in accordance with
their judgment. If for any reason any of the nominees named in this proxy statement is not available as a candidate for director, and
our board of directors has not reduced the authorized number of directors on our board of directors, then the persons named as proxy holders
will vote your proxy for such other candidate or candidates as may be nominated by the board of directors.
How do I attend the Annual Meeting?
You will be able to attend
the Annual Meeting online. To attend the Annual Meeting online, go to https://stctransfer.zoom.us/webinar/register/WN_iEioNiFQQcyL0c6uW6Ilrg.
To participate in the Annual Meeting, you will need the control number included on your proxy card or voting instruction form. The Annual
Meeting webcast will begin promptly at 3:00 p.m. Eastern Time on June 5, 2025. We encourage you to access the meeting prior to the start
time.
Your vote is very important.
Please submit your proxy card or voting instructions even if you plan to attend the Annual Meeting.
CleanCore Solutions, Inc.
1
Proxy Statement
Who is entitled to vote?
Stockholders holding our
class B common stock at the close of business on the Record Date may vote at the Annual Meeting (there were no shares of our class A common
stock outstanding on the Record Date). On the Record Date, there were 8,466,865 shares of class B common stock outstanding, with each
share being entitled to one (1) vote. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in
your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank or other
nominee.
Stockholder of Record
.
If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Securities Transfer
Corporation, you are considered, with respect to those shares, the stockholder of record.
Beneficial Owner
.
If, on the Record Date, your shares were held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial
owner of shares held in street name. Your broker, bank or nominee is considered the stockholder of record with respect
to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares.
What is the quorum requirement?
A quorum of stockholders
is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding a majority of the shares of common stock
issued and outstanding and entitled to vote are present at the Annual Meeting or represented by proxy. If there is no quorum, the Chairman
of the Board may adjourn the Annual Meeting to another time or place.
How do I vote my shares?
Registered stockholders may
vote on matters that are properly presented at the Annual Meeting in four ways:
●
By submitting your vote electronically via the Internet;
●
By completing the proxy card and returning it by email or fax;
●
By completing the proxy card and returning it to the address noted; or
●
By attending and voting your shares at the Annual Meeting.
We are offering registered
stockholders the opportunity to vote their shares electronically through the Internet. Stockholders may vote via the Internet by following
the procedures described on the proxy card. To vote via the Internet, please have the proxy card in hand and go to the website listed
on the proxy card and follow the instructions. Internet voting procedures are designed to authenticate stockholders identities,
to allow stockholders to give their voting instructions, and to confirm that stockholders instructions have been recorded properly.
If your shares are held in
a stock brokerage account or by a bank or other nominee, follow the instructions provided by your broker, bank or other nominee for voting
your shares prior to the Annual Meeting.
The instructions by which
you may vote your shares at the Annual Meeting differ based on whether you hold shares in your name as the stockholder of record or beneficially
in street name. Shares held beneficially in street name may be voted at the Annual Meeting only if you first obtain a legal proxy from
the broker, bank or other nominee that holds your shares as of the Record Date. We are not involved in the provision of legal proxies
from brokers to beneficial stockholders. If either you do not request a legal proxy prior to the Annual Meeting or your broker fails to
provide you a legal proxy, then you will not be able to vote at the Annual Meeting.
Even if you plan to attend
the virtual Annual Meeting, we recommend that you also submit your proxy or voting instructions by Internet, mail, fax or email so that
your vote will be counted if you later decide not to attend the Annual Meeting.
CleanCore Solutions, Inc.
2
Proxy Statement
Can I change my vote after submitting my proxy?
If you are a stockholder
of record, you may revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy via the Internet,
you may revoke your proxy with a later Internet proxy. If you submitted your proxy by mail, fax or email, you must file with our Secretary
a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. Attendance at the Annual
Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is
exercised or you vote by ballot at the Annual Meeting. If you are a beneficial owner, you may vote by submitting new voting instructions
to your broker, bank or nominee, or, by obtaining a legal proxy prior to the Annual Meeting and attending the meeting and voting.
How are votes counted?
In the election of the directors
(Proposal No. 1), you may vote FOR our nominees or your vote may be WITHHELD with respect to one or more of
our nominees. With respect all other proposals, you may vote FOR, AGAINST or ABSTAIN. Abstentions
are included in the determination of the number of shares present at the Annual Meeting for determining a quorum.
What vote is required to approve each item?
The election of directors
(Proposal No.1), requires a plurality vote, meaning that the four (4) nominees receiving the highest number of FOR
votes will be elected. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR
a particular nominee by choosing to WITHHOLD authority to vote will have no effect on the outcome of the election.
Each of the other proposals
will be approved if the number of votes cast FOR the proposal exceeds the number of votes cast AGAINST the
proposal. Abstentions are not considered votes cast for or against these proposals, and thus will have no effect on the outcome of the
vote on these proposals.
What are broker non-votes and what effect do they have on the proposals?
If you hold your shares beneficially
in street name and do not provide your broker, bank or nominee with voting instructions, your shares may constitute broker non-votes.
Generally, broker non-votes occur when a broker (i) has not received voting instructions from the beneficial owner with respect to a particular
proposal and (ii) lacks discretionary voting power to vote those shares with respect to that particular proposal.
A broker is entitled to vote
shares held for a beneficial owner on routine matters, such as Proposal No. 2 (ratification of the appointment of TAAD,
LLP), without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner
of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as Proposal
No. 1 (election of directors) and Proposal No. 3 (approval of Amendment No. 2 to the CleanCore Solutions, Inc. 2022 Equity Incentive Plan).
Broker non-votes are counted
for purposes of determining whether a quorum exists for the transaction of business at the Annual Meeting. Nevada law provides that if
broker non-votes occur in connection with the vote on a matter, the shares for which the broker non-votes occur are not deemed present
and entitled to vote on such matter. Accordingly, broker non-votes, if any, will have no effect on any of the proposals.
What does it mean if I receive more than one set of proxy materials
from the Company?
If you receive more than
one set of proxy materials from the Company, your shares are registered in more than one name or are registered in different accounts.
In order to vote all the shares you own, you must vote pursuant to the instructions on each proxy card or voting instruction form.
Why are you holding a virtual meeting instead of a physical meeting?
We believe a virtual meeting
format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any
location around the world.
CleanCore Solutions, Inc.
3
Proxy Statement
I share an address with another stockholder,
and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure
called householding, which the Securities and Exchange Commission (the SEC) has approved. Under this procedure,
we deliver a single copy of the proxy materials and our Annual Report to multiple stockholders who share the same address unless we received
contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders
who participate in householding will continue to receive separate proxy cards. Upon written or oral request, we will deliver promptly
a separate copy of the proxy materials and our Annual Report to any stockholder at a shared address to which we delivered a single copy
of any of these documents. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send
a single copy of the proxy materials or our Annual Report, stockholders may contact us at the following address and telephone number:
CleanCore Solutions, Inc.
5920 S 118th Circle
Omaha, NE 68137
Tel: (877)860-3030
Email: zone@crescendo-ir.com
Stockholders who hold shares
in street name (as described above) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information
about householding.
Who pays the cost of proxy solicitation?
The costs and expenses of
soliciting the proxy accompanying this proxy statement from stockholders will be borne by us. Our employees, officers, directors and director
nominees may solicit proxies in person, by telephone or by electronic communication. None of these individuals will receive any additional
or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We may engage the services of
proxy solicitors to assist us in the distribution of proxy materials and the solicitation of votes, for which we will pay customary fees
plus reasonable out-of-pocket expenses. In addition, we may reimburse brokerage houses and other custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of our shares.
Who will tabulate the votes?
Our officers are authorized
to designate an inspector of elections for the meeting. All votes will be tabulated as required by Nevada law, the state of our incorporation,
by an appropriate inspector of election appointed for the Annual Meeting.
How can I find out the results of the voting at the Annual Meeting?
Voting results will be announced
by the filing of a Current Report on Form8-K with the SEC within four business days after the Annual Meeting. If final voting results
are unavailable at that time, we will file an amended Current Report on Form8-K within four business days of the day the final
results are available.
CleanCore Solutions, Inc.
4
Proxy Statement
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Overview
Our board of directors is
currently comprised of four (4) individuals following a recent resignation. The individuals below have been nominated to serve as directors
and have each agreed to stand for election. Proxies cannot be voted for a greater number of persons than the number of nominees named.
Each director elected will hold office from the date of their election by stockholders until the subsequent annual meeting of stockholders
or until such person shall resign, be removed or otherwise leave office.
Shares represented by executed
proxies will be voted, unless withheld, for the election of the four (4) nominees named below. In the event that any nominee should be
unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee
as the board of directors may propose. Each person nominated for election has agreed to serve if elected, and management has no reason
to believe that any nominee will be unable to serve. There is no arrangement or understanding between any director and any other person
pursuant to which he or she was or is to be selected as a director. There are no family relationships among any of our directors or executive
officers.
Director Nominees
The following table sets
forth our directors, all of whom, except for Mr. Frei, are currently standing for re-election, and their respective ages as of the Record
Date:
Name
Age
Position
Clayton Adams
36
Chairman and Chief Executive Officer
David Enholm
60
Chief Financial Officer and Director
Brent Cox
42
Director
Peter Frei
33
Director
Set forth below is biographical
information for each nominee. The following includes certain information regarding our directors individual experience, qualifications,
attributes and skills that led our board of directors to conclude that they should serve as directors.
Clayton
Adams
. Mr. Adams has served as our Chairman, Chief Executive Officer and President since June 2024 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 investments. Mr. 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. Mr. Adams is also a member of the board of directors and serves on the audit, compensation and nominating committees
of Signing Day Sports, Inc. Mr. Adams graduated from Red Oak High School in 2007. We believe that Mr. Adams is qualified to serve on our
board of directors due to his experience in small-cap companies, scaling operations, and financial background.
David Enholm
.
Mr. Enholm has served as our Chief Financial Officer since March 2023 and was appointed to our board of directors in July 2023. Mr. Enholm
is a senior executive with over 35 years of experience in finance, including budgeting, forecasting, treasury and cash flow operations,
acquisitions and dispositions, and company restructuring. Mr. Enholm worked with Monroe Capital, a private
equity
firm located in Chicago, Illinois, to assist their portfolio companies with their financial reporting and accounting needs from October
2018 through September 2022. As a result, from March 2020 to September 2022, Mr. Enholm served as the Interim Chief Financial Officer,
and subsequently Chief Financial Officer, at Nelbud Services, a service company specializing in fire protection located in Indianapolis,
Indiana. From October 2019 to March 2020, Mr. Enholm was primarily engaged as a consultant for Nelbud Services. During his tenure as Chief
Financial Officer, Mr. Enholm led two acquisitions and worked with a senior executive team to develop new revenue sources for the company.
From October 2018 to August 2021, Mr. Enholm was the Chief Financial Officer at Complete Nutrition, a private company in Omaha, Nebraska,
that specialized in the sale of health supplements. As Chief Financial Officer at Complete Nutrition, Mr. Enholm developed a restructuring
plan to transition the company from a traditional physical store to an e-commerce retailer. Both Nelbud Services and Complete Nutrition
were wholly owned by Monroe Capital. Prior to 2018, Mr. Enholm has also served as Chief Financial Officer at FRGC LLC, Corporate Controller
at CoSentry LLC, and Vice President Corporate Controller at Pamida Operating Stores LLC. Mr. Enholm graduated from the University of Nebraska-Omaha
with a Bachelor of Science in Business Administration, with a major in Accounting.
We believe that
Mr. Enholm is qualified to serve on our board of directors due to his extensive finance experience.
CleanCore Solutions, Inc.
5
Proxy Statement
Brent
Cox
. Mr. Cox has served
as
a member of our board of directors since April 2024. Mr.
Cox currently serves as the co-founder and managing partner of The Inception Companies, a private investment firm, a position he has held
since 2016. From September 2008 to April 2016, Mr. Cox served as a principal investor of the Yucaipa Companies, a Los Angeles, California
based private equity firm where he was responsible for sourcing, analyzing and executing investment opportunities, structuring financing
for investments and monitoring the performance and strategic initiatives of its portfolio companies. From 2006 to 2008, Mr. Cox served
as an investment banking analyst in the Leveraged Finance Group of Jefferies Co., a multinational independent investment bank. Mr.
Cox received a Bachelor of Science degree from the University of Southern California. We believe Mr. Cox is well-qualified to serve as
a member of our board of directors due to his experience in investment banking and prior corporate governance experience having served
on corporate boards of directors.
Peter Frei
.
Mr. Frei has been nominated to serve on our board of directors. He currently serves as the vice president of investments at NewStreet
Properties, LLC, a real estate investment company with over $1.2B assets under management. At NewStreet Properties, he oversees the sourcing,
allocation and deployment of capital in both real estate acquisitions and development. Prior to that, he served as an investment
broker at OMNE Partners, a commercial real estate company, from September 2017 to August 2020. Mr. Frei received a degree in Economics
from Creighton University, Heider College of Business. Our board of directors believes Mr. Frei is qualified to serve on the board due
to his significant investment experience.
Vote Required
Directors are elected by
the affirmative vote of a plurality of the votes present or represented by proxy at the Annual Meeting and entitled to vote on the election
of directors. The four (4) nominees receiving the most
FOR
votes among votes properly cast in person or by proxy
will be elected to the board as directors. You may vote
FOR
or
WITHHOLD
on each of the nominees
for election as director.
THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF EACH NAMED NOMINEE
CleanCore Solutions, Inc.
6
Proxy Statement
PROPOSAL NO. 2 RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General
The audit committee of our
board of directors has engaged TAAD, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025
and is seeking ratification of such selection by our stockholders at the Annual Meeting. TAAD, LLP has audited our financial statements
since the fiscal year ended June 30, 2022. Representatives of TAAD, LLP are expected to be present at the Annual Meeting. They will have
an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our governing documents
nor Nevada law require stockholder ratification of the selection of TAAD, LLP as our independent registered public accounting firm. However,
the audit committee is submitting the selection of TAAD, LLP to our stockholders for ratification as a matter of good corporate practice.
If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain TAAD, LLP. Even if the
selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting
firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
Principal Accountant Fees and Services
The following is a summary
of the fees billed to us for professional services rendered for the fiscal years ended June 30, 2024 and 2023:
Years Ended June 30,
2024
2023
Audit Fees
$
158,399
$
103,712
Audit-Related Fees
-
-
Tax Fees
-
-
All Other Fees
65,708
-
TOTAL
$
224,107
$
103,712
Audit Fees
consisted of fees billed for professional services rendered by the principal accountant for the audit of our annual consolidated financial
statements and review of the consolidated financial statements included in our Form 10-K and 10-Q or services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements.
Audit-Related Fees
consisted of fees billed for assurance and related services by the principal accountant that were reasonably related to the performance
of the audit or review of our financial statements and are not reported under the paragraph captioned Audit Fees above.
Tax Fees consisted
of fees billed for professional services rendered by the principal accountant for tax returns preparation.
All Other Fees
consisted of fees billed for products and services provided by the principal accountant, other than the services reported above.
Policy on Audit Committee Pre-Approval of
Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee charter
provides that the audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered
public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval
would generally be requested annually, with any pre-approval detailed as to the particular service, which must be classified in one of
the four categories of services listed above. The audit committee may also, on a case-by-case basis, pre-approve particular services that
are not contained in the annual pre-approval request. In connection with this pre-approval policy, the audit committee also considers
whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company
Accounting Oversight Board (the PCAOB). The audit committee has pre-approved all services performed since our policy on
pre-approval of audit and non-audit services was adopted.
Vote Required
In order for Proposal No.
2 to be approved, the number of votes cast
FOR
must exceeds the number of votes cast
AGAINST
.
You may vote
FOR
,
AGAINST
or
ABSTAIN
on Proposal No. 2.
THE BOARD RECOMMENDS A VOTE FOR
THIS PROPOSAL NO. 2
CleanCore Solutions, Inc.
7
Proxy Statement
PROPOSAL NO. 3 PLAN AMENDMENT
Overview
We are asking our stockholders
to approve Amendment No. 2 to the CleanCore Solutions, Inc. 2022 Equity Incentive Plan (as amended, the Plan). The Plan
was first adopted by our board of directors on September 16, 2022 and approved by our stockholders on November 18, 2022. On January 4,
2024, our board of directors and stockholders adopted an amendment to the Plan.
On April 21, 2025, our board
of directors adopted Amendment No. 2 to the Plan (the Plan Amendment) to increase the number of shares of class B common
stock authorized for issuance under the Plan from 3,653,529 shares to 5,000,000 shares. A copy of the proposed Plan Amendment is attached
to this proxy statement as Annex A.
Background for Proposed Increase in Share
Reserve
We are seeking stockholder
approval of the Plan Amendment to increase the number of shares of class B common stock authorized for issuance under the Plan from 3,653,529
shares to 5,000,000 shares.
As of the Record Date, we
have issued 483,446 shares under the Plan and have reserved 1,216,250 shares for issuance upon the exercise of stock options and 628,861
shares for issuance upon the vesting of restricted stock units, leaving 1,324,972 shares available for issuance. We view the use of equity
compensation as essential to attract, retain, motivate and reward key employees, directors and consultants as well as to align their interests
with those of our stockholders. With the proposed addition of 1,346,471 shares, the total number of shares that would remain available
for new awards under the Plan would be approximately 3,675,028 shares (plus any shares returned to the share reserve due to forfeited
or canceled awards, etc.).
Various factors have contributed
to the depletion of the share reserve under the Plan sooner than expected. These factors include our stock price and volatility and new
hire equity grants. In addition, following our initial public offering in April 2024, our compensation philosophy has evolved to include
a broader group of high performing employees receiving bonus compensation in the form of equity-based awards, thereby linking the interests
of a greater number of employees with those of our stockholders.
We believe that the Plan
helps to strengthen the incentive for participants to achieve the objectives of the Company and its stockholders and contribute to our
growth and success. We have a standing practice of linking employee compensation to corporate performance because we believe this increases
employee motivation to improve profitability and stockholder value. In addition, the grant of equity awards as a form of compensation
helps to allow us to manage cash resources. We believe the additional shares are necessary to further our goals and to sustain equity
compensation as an integral component of our compensation philosophy.
We believe that the use of
equity compensation continues to be a critical and powerful tool to compete for and attract, retain and motivate talented employees. If
the Plan Amendment is not approved by our stockholders, the existing Plan will continue in effect, but we will be limited in the grants
that we will be able to make, which could place us in a disadvantageous position as compared with our competitors.
Significant Features of the Plan
The following is a summary
of the Plan with the Plan Amendment submitted for stockholder approval. The summary describes the principal features of the Plan, but
it is qualified in its entirety by reference to the full text of the Plan.
Purposes
:The
purposes of the Plan are to advance our interests and the interests of our stockholders by providing an incentive to attract, retain and
reward persons performing services for us and by motivating such persons to contribute to our growth and profitability.
Types of Awards
:Awards
that may be granted include: (a)incentive stock options, (b)non-qualifiedstock options, (c)stock appreciation
rights, (d)restricted awards, (e)performance share awards, and (f)performance compensation awards. These awards offer
our officers, employees, consultants and directors the possibility of future value, depending on the long-termprice appreciation
of our class B common stock and the award holders continuing service with the Company.
Administration of the
Plan
:The Plan is currently administered by our compensation committee. Among other things, the administrator has the authority
to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish
the terms, conditions, performance criteria, restrictions and other provisions of awards. The administrator has authority to establish,
amend and rescind rules and regulations relating to the Plan.
CleanCore Solutions, Inc.
8
Proxy Statement
Eligible Recipients
:Persons
eligible to receive awards under the Plan will be those employees, consultants, and directors of the Company and its subsidiaries who
are selected by the administrator.
Shares Available Under
the Plan
:If the Plan Amendment is approved, the maximum number of shares of our class B common stock that may be delivered
to participants under the Plan will be 5,000,000, subject to adjustment for certain corporate changes affecting the shares, such as stock
splits. In addition, the number of shares available for issuance under the Plan will automatically increase on January 1 of each calendar
year during the term of the Plan by an amount equal to five percent (5%) of the total number of shares of class B common stock issued
and outstanding on December 31 of the immediately preceding calendar year. Shares subject to an award under the Plan for which the award
is canceled, forfeited or expires again become available for grants under the Plan. Shares subject to an award that is settled in cash
will not again be made available for grants under the Plan.
Stock Options
:
General.
Stock
options give the option holder the right to acquire from us a designated number of shares at a purchase price that is fixed at the time
of the grant of the option. Stock options granted may be tax-qualified stock options (so-called incentive stock options)
or non-qualified stock options. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of
stock options. That determination will include: (i)the number of shares subject to any option; (ii)the exercise price per
share; (iii)the expiration date of the option; (iv)the manner, time and date of permitted exercise; (v)other restrictions,
if any, on the option or the shares underlying the option; and (vi)any other terms and conditions as the administrator may determine.
Option Price.
The
exercise price for stock options will be determined at the time of grant. Normally, the exercise price will not be less than the fair
market value on the date of the grant. As a matter of tax law, the exercise price for any incentive stock option awarded may not be less
than the fair market value of the shares on the date of grant. However, incentive stock option grants to any person owning more than 10%
of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date.
Exercise of Options.
An
option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator
at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be
made in cash or, at the option of the administrator, by actual or constructive delivery of shares of class B common stock to the holder
of the option based upon the fair market value of the shares on the date of exercise.
Expiration or Termination.
Options,
if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of
incentive stock options, such term cannot exceed tenyears provided that in the case of holders of more than 10% of our voting stock,
such term cannot exceed fiveyears. Options will terminate before their expiration date if the holders service with the Company
or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations
of employment, including terminations as a result of death, disability or retirement, with the precise period during which the option
may be exercised to be established by the administrator and reflected in the grant evidencing the award.
Incentive andNon-QualifiedOptions.
An
incentive stock option is an option that is intended to qualify under certain provisions of the Internal Revenue Code of 1986, as amended
(the Code), for more favorable tax treatment than applies to non-qualifiedstock options. Any option that does not
qualify as an incentive stock option will be a non-qualifiedstock option. Under the Code, certain restrictions apply to incentive
stock options. For example, the exercise price for incentive stock options may not be less than the fair market value of the shares on
the grant date and the term of the option may not exceed tenyears. In addition, an incentive stock option may not be transferred,
other than by will or the laws of descent and distribution and is exercisable during the holders lifetime only by the holder. In
addition, no incentive stock options may be granted to a holder that is first exercisable in a single year if that option, together with
all incentive stock options previously granted to the holder that also first become exercisable in that year, relate to shares having
an aggregate fair market value in excess of $100,000, measured at the grant date.
Stock Appreciation
Rights
:
Stock appreciation rights (SARs), which may be granted alone or in tandem with
options, have an economic value similar to that of options. When an SAR for a particular number of shares is exercised, the holder receives
a payment equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares
under the SAR. Again, the exercise price for SARs normally is the market price of the shares on the date the SAR is granted. Under the
Plan, holders of SARs may receive this payment - the appreciation value - either in cash or shares valued at the fair market value on
the date of exercise. The form of payment will be determined by us.
CleanCore Solutions, Inc.
9
Proxy Statement
Restricted Awards
:Restricted
awards are shares awarded to participants at no cost. Restricted awards can take the form of awards of restricted stock, which represent
issued and outstanding shares subject to vesting criteria, or restricted stock units, which represent the right to receive shares subject
to satisfaction of the vesting criteria. Restricted stock awards are forfeitable and non-transferable until the shares vest. The vesting
date or dates and other conditions for vesting are established when the shares are awarded. These awards will be subject to such conditions,
restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous
service and/or the achievement of specified performance goals.
Performance Awards
:
A
performance award is an award that may be in the form of cash or shares or a combination, based on the attainment of pre-establishedperformance
goals and other conditions, restrictions and contingencies identified by the administrator.
Performance Criteria
:
Under
the Plan, one or more performance criteria will be used by the administrator in establishing performance goals. Any one or more of the
performance criteria may be used on an absolute or relative basis to measure the performance of the Company, as the administrator may
deem appropriate, or as compared to the performance of a group of comparable companies, or published or special index that the administrator
deems appropriate. In determining the actual size of an individual performance compensation award, the administrator may reduce or eliminate
the amount of the award through the use of negative discretion if, in its sole judgment, such reduction or elimination is appropriate.
The administrator shall not have the discretion to (i)grant or provide payment in respect of performance compensation awards if
the performance goals have not been attained or (ii)increase a performance compensation award above the maximum amount payable under
the Plan.
Other Material Provisions
:Awards
will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the
capitalization of the Company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be
made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator
is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change
of control of the Company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant,
awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted
to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board also has the authority, at any
time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may
terminate the Plan as to further grants, provided that no amendment will, without the approval of our stockholders, to the extent that
such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan, change
the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan related
to amendments. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the
holder of such award.
New Plan Benefits
Future awards, if any, that
will be made to eligible persons under the Plan are subject to the discretion of the administrator and, therefore, we cannot currently
determine the benefits or number of shares subject to awards that may be granted in the future to our officers, employees, directors and
consultants under the Plan.
No Dissenters Rights
Under Nevada law, holders
of our class B common stock are not entitled to dissenters rights of appraisal with respect to the approval of this Proposal No.
3.
Vote Required
In order for Proposal No.
3 to be approved, the number of votes cast
FOR
must exceeds the number of votes cast
AGAINST
.
You may vote
FOR
,
AGAINST
or
ABSTAIN
on Proposal No. 3.
THE BOARD RECOMMENDS A VOTE FOR
THIS PROPOSAL NO. 3
CleanCore Solutions, Inc.
10
Proxy Statement
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our board of directors adopted
Corporate Governance Guidelines to ensure that the board will have the necessary authority and practices in place to review and evaluate
our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align
the interests of directors and management with those of the Companys stockholders. The Corporate Governance Guidelines set forth
the practices the board of directors intends to follow with respect to board composition and selection, board meetings and involvement
of senior management, succession planning, and board committees and compensation. A copy of the Corporate Governance Guidelines may be
found on our IR site under the link for Governance.
Independence of the Board
Our board of directors has
determined that all of our directors, other than Messrs.Adams and Enholm, qualify as independent directors in accordance
with the rules and regulations of NYSE American. Messrs.Adams and Enholm are not considered independent because they are employees
of the Company. The rules and regulations of NYSE American generally provide that at least a majority of the directors of each listed
company must be independent directors; however we are relying on the exception set forth in Section 801(h) of the NYSE American Company
Guide, which provides that issuers that satisfy the definition of smaller reporting company set forth in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), are only required to maintain a board of directors comprised of at
least 50% independent directors, and an audit committee of at least two members, comprised solely of independent directors who also meet
the requirements of Rule 10A-3 under the Exchange Act.
In making its independence
determinations, the board considered, among other things, relevant transactions between the Company and entities associated with the independent
directors, as described under the heading
Certain Relationships and Related Party Transactions
, and determined that
none have any relationship with the Company or other relationships that would impair the directors independence.
Further, the board of directors
has determined that each member of each of the committees of the board is currently independent in accordance with the rules and regulations
of NYSE American and Rule 10a-3(b)(1) under the Exchange Act. There are no family relationships among any of our directors or executive
officers.
Leadership Structure
Currently, our Chief Executive
Officer is also our Chairman of the Board. Our board believes that, at this time, having a combined Chief Executive Officer and Chairman
is the appropriate leadership structure for our company. In making this determination, the board considered, among other matters, Mr.
Adams experience
in small-cap companies, scaling operations, and financial background
and believed that Mr. Adams is highly qualified to act as both Chairman and Chief Executive Officer due to his experience, knowledge,
and personality. Among the benefits of a combined Chairman/Chief Executive Officer considered by the board is that such structure promotes
clearer leadership and direction for the Company and allows for a single, focused chain of command to execute our strategic initiatives
and business plans.
Role of Board in Risk Oversight
The board of directors oversees
that the assets of the Company are properly safeguarded, that the appropriate financial and other controls are maintained, and that our
business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities
is the boards oversight of the various risks facing the Company. In this regard, our board seeks to understand and oversee critical
business risks. Our board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our
business strategy. Our board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate
risk-taking is essential for the Company to be competitive on a global basis and to achieve its objectives.
CleanCore Solutions, Inc.
11
Proxy Statement
While the board oversees
risk management, company management is charged with managing risk. Management communicates routinely with the board and individual directors
on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with
senior management.
Our board administers its
risk oversight function as a whole by making risk oversight a matter of collective consideration; however, much of the work is delegated
to committees, which meet regularly and report back to the full board. We have established a standing audit committee, compensation committee
and nominating and corporate governance committee of our board of directors. The audit committee oversees risks related to our financial
statements, the financial reporting process, accounting and legal matters, the compensation committee evaluates the risks and rewards
associated with our compensation philosophy and programs, and the nominating and corporate governance committee evaluates risk associated
with management decisions and strategic direction.
Board Meetings and Committees
Our board of directors meets
on a regular basis during the year. During our fiscal year ended June 30, 2024, our board of directors met once and acted by written consent
13 times (prior to our initial public offering in April 2024, our board consisted of two members of management who preferred to act via
written consent). We have encouraged all of our directors and nominees for director to attend our Annual Meeting; however, attendance
is not mandatory.
Our board of directors has
established three standing committeesaudit, compensation and nominating and corporate governanceeach of which operates under
a charter that has been approved by our board and that satisfies the applicable standards of the SEC and NYSE American. The table below
provides the committee composition following election of directors at the Annual Meeting.
Directors
Audit
Committee
Compensation Committee
Nominating and
Corporate
Governance
Committee
Clayton Adams
David Enholm
Brent Cox*
Peter Frei*
Member
Committee Chair
*
Independent Director
The functions performed by
these committees are set forth in more detail in their charters, which may be found on our IR site under the link for Governance,
and are summarized below.
Audit Committee
The audit committee oversees
our accounting and financial reporting processes and the audits of the consolidated financial statements of the Company.
The audit committee is responsible
for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity
of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal
and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any
audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi)
reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our
internal controls; (vii) reviewing hedging transactions; and (viii) reviewing and approving related party transactions.
Our board of directors has
determined that each member of the audit committee is an independent director under NYSE Americans rules and under Rule10A-3
under the Exchange Act. All members of our audit committee meet the requirements for financial literacy under the applicable rules and
regulations of the SEC and NYSE American. Our board of directors has determined that Brent Cox is an audit committee financial
expert as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable NYSE American
rules and regulations. The audit committee met once in fiscal year 2024.
CleanCore Solutions, Inc.
12
Proxy Statement
Compensation Committee
The compensation committee
assists the board in reviewing and approving the compensation structure, including all forms of compensation relating to our directors
and executive officers.
The compensation committee
is responsible for, among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) determining the compensation
of our independent directors; and (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies
and programs.
Our board of directors has
determined that each member of the compensation committee is independent under the applicable rules and regulations of NYSE American and
is a non-employee director as defined under Rule16b-3 of the Exchange Act. The compensation committee did not meet
in fiscal year 2024 and acted by written consent once.
Nominating and Corporate Governance Committee
The nominating and corporate
governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the
composition of the board and its committees.
The nominating and corporate
governance committee is responsible for, among other things: (i) recommending the number of directors to comprise our board; (ii) identifying
and evaluating individuals qualified to become members of the board and soliciting recommendations for director nominees from our Chairman
and Chief Executive Officer; (iii) recommending to the board the director nominees for each annual stockholders meeting; (iv) recommending
to the board the candidates for filling vacancies that may occur between annual stockholders meetings; (v) reviewing independent
director compensation and board processes, self-evaluations and policies; (vi) overseeing compliance with our code of ethics; and (vii)
monitoring developments in the law and practice of corporate governance.
Our board of directors has
determined that each member of the nominating and corporate governance committee is an independent director under the applicable rules
and regulations of NYSE American. The nominating and corporate governance committee did not meet in fiscal year 2024 and acted by written
consent once.
Director Nomination Process
The nominating and corporate
governance committees methods for identifying candidates for election to our board of directors (other than those proposed by our
stockholders, as discussed below) will include the solicitation of ideas for possible candidates from a number of sources - members of
our board of directors, our executives, individuals personally known to the members of our board of directors, and other research. The
nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search firms to identify suitable
candidates.
In making director recommendations,
the nominating and corporate governance committee may consider some or all of the following factors: (i) the candidates judgment,
skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight;
(ii) the interplay of the candidates experience with the experience of other board members; (iii) the extent to which the candidate
would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might
impair his or her independence; and (v) the candidates ability to contribute to the effective management of the Company, taking
into account the needs of the Company and such factors as the individuals experience, perspective, skills and knowledge of the
industry in which we operate.
A stockholder may nominate
one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice and information
provisions contained in our bylaws. Such notice must be in writing to us not less than 120days and not more than 150days prior
to the anniversary date of the preceding years annual meeting of stockholders or as otherwise required by the requirements of the
Exchange Act. In addition, stockholders furnishing such notice must be a holder of record on both (i)the date of delivering such
notice and (ii)the record date for the determination of stockholders entitled to vote at such meeting.
CleanCore Solutions, Inc.
13
Proxy Statement
Stockholder Communications with the Board
Stockholders and other interested
parties may communicate with the board of directors, or any individual member of the board of directors, at the following address:
CleanCore Solutions, Inc.
5920 S 118th Circle
Omaha, NE 68137
Attn: Secretary
Tel: (877)860-3030
Email: zone@crescendo-ir.com
Communications must state
the number of shares owned by the person making the communication, if any. Our secretary will review and forward such communication to
all of the members of the board of directors or to the individual director(s) to whom the communication is addressed unless the communication
is unduly frivolous, hostile, threatening or similarly inappropriate, in which case, our secretary may disregard the communication in
his or her discretion.
Involvement in Certain Legal Proceedings
To the best of our knowledge,
none of our directors or executive officers has, during the past ten years:
●
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic
violations and other minor offences);
●
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership,
corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing
or within two years prior to that time;
●
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise
limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance
activities, or to be associated with persons engaged in any such activity;
●
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
or vacated;
●
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,
or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants),
relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity; or
●
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity
(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons associated with a member.
In addition, there are no
material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five
percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or
security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any
of its subsidiaries.
Code of Ethics
We have adopted a code of
business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal
financial officer and principal accounting officer. Such code of business conduct and ethics addresses, among other things, honesty and
ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal
securities laws, and reporting of violations of the code.
CleanCore Solutions, Inc.
14
Proxy Statement
A copy of the code of business
conduct and ethics may be found on our IR site under the link for Governance. We intend to make all required disclosures
regarding any amendments to, or waivers from, any provisions of the code at the same location of our website.
Insider Trading Policy
We have adopted an insider
trading policy which prohibits our directors, officers and employees from engaging in transactions in our common stock while in the possession
of material non-public information; engaging in transactions in the stock of other companies while in possession of material non-public
information that they become aware of in performing their duties; and disclosing material non-public information to unauthorized persons
outside the Company.
Our insider trading policy
restricts trading by directors, officers and certain key employees during blackout periods, which generally begin 15 calendar days before
the end of each fiscal quarter and end two business days after the issuance of our earnings release for the quarter. Additional blackout
periods may be imposed with or without notice, as the circumstances require.
Our insider trading policy
also prohibits our directors, officers and employees from purchasing financial instruments (such as prepaid variable forward contracts,
equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of our common stock they hold,
directly or indirectly. In addition, directors, officers and employees are expressly prohibited from pledging our common stock to secure
personal loans or other obligations, including by holding their common stock in a margin account, unless such arrangement is specifically
approved in advance by the administrator of our insider trading policy, or making short-sale transactions in our common stock.
A copy of the insider trading
policy may be found on our IR site under the link for Governance.
Audit Committee Report
The material in this report
is not soliciting material, is not deemed filed with the SEC, and is not to be incorporated by reference into
any filing of the Company under the Exchange Act.
The primary purpose of the
audit committee is to oversee our financial reporting processes on behalf of our board of directors. The audit committees functions
are more fully described in its charter, which is available on our IR site under the link for Governance. Management has
the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. TAAD, LLP,
our independent registered public accounting firm, is responsible for expressing an opinion on the conformity of our audited financial
statements with accounting principles generally accepted in the United States.
The audit committee is also
responsible for appointment, compensation, retention and oversight of the work of the independent auditor, including pre-approving any
audit and non-audit service provided to the Company by the independent auditor, periodically reviewing and evaluating the performance
of the lead audit partner, as well as reviewing and considering the selection of the lead audit partner. The audit committee also periodically
considers whether there should be a rotation of our independent registered public accounting firm. In addition to TAAD, LLPs independence
from the Company and management, the audit committee also considers several other factors in deciding whether to re-engage TAAD, LLP,
including: the quality of its staff, work and quality control; its policies related to independence; its global reach; and its capability
and expertise to perform an audit of our financial statements, given the breadth and complexity of our business.
In fulfilling its oversight
responsibilities, the audit committee reviewed with management and TAAD, LLP the audited financial statements included in our Annual Report
on Form10-K for the fiscal year ended June 30, 2024.
The audit committee also
discussed with TAAD, LLP the matters that are required to be discussed by the PCAOB, as adopted in Auditing Standard No.1301,
Communications
with Audit Committees
. TAAD, LLP has also provided the audit committee the written disclosures and the letter required by applicable
requirements of the PCAOB regarding the independent registered public accounting firms communications with the audit committee
concerning independence, and the audit committee has discussed with TAAD, LLP that firms independence. The audit committee has
concluded that TAAD, LLPs provision of audit and non-audit services to the Company and its affiliates is compatible with TAAD,
LLPs independence. Finally, the audit committee discussed with TAAD, LLP, with and without management present, the scope and results
of TAAD, LLPs audit of such financial statements.
Based on these reviews and
discussions, the audit committee has recommended to our board of directors that such audited financial statements be included in our Annual
Report on Form10-K for the fiscal year ended June 30, 2024 for filing with the SEC. The audit committee also has engaged TAAD, LLP
as our independent registered public accounting firm for the fiscal year ending June 30, 2025 and is seeking ratification of such selection
by the stockholders.
Members of the audit committee
at the time of the filing of the Annual Report who approved this report:
Brent Cox
James M. Grisham
CleanCore Solutions, Inc.
15
Proxy Statement
EXECUTIVE OFFICERS
The following table sets forth our executive officers
and their respective ages and positions with us as of the Record Date.
Name
Age
Position
Clayton Adams
36
Chairman and Chief Executive Officer
Travis Buchanan
40
President
David Enholm
60
Chief Financial Officer and Director
Gary Hollst
39
Chief Revenue Officer
Messrs. Adams and Enholm
also serve on our board of directors and their biographical information can be found above under the heading Proposal No. 1 - Election
of Directors. The biographical information for our other executive officers is set forth below.
Travis Buchanan
.Travis
Buchanan has served as our President since January 2025. Mr. Buchanan is an experienced executive with a background in acquisitions, scaling
businesses, technology design and deployment, and manufacturing operations. Throughout his career, he has worked with diverse organizations,
including startups, small businesses, and publicly traded companies, focusing on aligning strategy, technology, and operational processes
to support significant growth. Most recently, from March 2021 to October 2023, Mr. Buchanan served as Chief Operating Officer at Poplar
Homes, where he established the companys MA function and helped grow the portfolio. In his role, he managed key operational
teams spanning leasing, maintenance, renewals, acquisition integrations and customer service. Prior to that, from August 2015 to March
2021, Mr. Buchanan served as Senior Vice President of Business Initiatives at American Homes 4 Rent, where he led strategic initiatives,
including incubating of new business units, automating HOA processes, overhauling the companys leasing processesand systems,
and designed and scaled the companys in house maintenance team. Mr. Buchanans entrepreneurial and advisory experience includes
co-founding a custom-fit suit and dress shirt company and serving as an investor and advisor for ScanCafe, a media digitization company.
Additionally, he provided turnaround consulting for manufacturing and direct-to-consumer brands, focusing on optimizing production processes,
facility layouts and financial systems, as well as building and executing a game plan to shut down and relocate facilities. Earlier in
his career, Mr. Buchanan worked in commercial real estate lending and as a Financial Consultant at RBC Wealth Management, where he earned
his Certified Financial Planner designation. Mr. Buchanan received his bachelors degree from California State University.
Gary Hollst
.Mr.
Hollst has served as our Chief Revenue Officer since November 1, 2022 and previously served as President of CleanCore LLC from April 19,
2019 to October 17, 2023. Mr. Hollst has an extensive background in the janitorial, sanitation and refrigeration industry. From 2015 to
April 19, 2021, Mr. Hollst served as the President of Walker Water, LLC d/b/a O-Z Tech, an ice machine and laundry cleaning company based
out of Omaha, Nebraska, that also specializes in the usage of aqueous ozone water.
Mr. Hollst also
serves on the Yutan Board of Education in Yutan, NE. Mr. Hollst earned his high school degree in 2003 from Yutan High School
.
CleanCore Solutions, Inc.
16
Proxy Statement
EXECUTIVE COMPENSATION
Summary Compensation Table Fiscal
Years Ended June 30, 2024 and 2023
The following table sets
forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered
in all capacities during the noted periods.
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards
($)
(1)
Option Awards
($)
(1)
All Other Compensation
($)
(2)
Total ($)
Clayton Adams,
2024
-
-
-
-
110,000
110,000
Chief
Executive Officer
(3)
2023
-
-
-
1,540,000
110,000
1,650,000
David Enholm,
2024
191,555
-
-
-
12,480
204,035
Chief Financial Officer
(4)
2023
42,692
-
-
179,725
1,920
224,337
Gary Hollst,
2024
129,807
-
-
-
-
129,807
Chief Revenue Officer
2023
118,654
-
-
133,350
-
252,004
Douglas T. Moore, former
2024
101,399
22,400
326,565
-
-
348,965
Chief Executive Officer
(5)
2023
-
-
-
-
-
-
Matthew Atkinson, former
2024
12,000
-
-
-
-
12,000
Chief Executive Officer
(6)
2023
51,200
-
-
1,540,000
48,000
1,639,200
(1)
The amount is equal to the aggregate grant-date fair value with respect to the awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.
(2)
Other compensation includes the compensation received for consulting services, as described below.
(3)
Mr. Adams has served as our Chief Executive Officer since June 7, 2024 and served as our President from August 24, 2022 to July 13, 2023.
(4)
Mr. Enholm has served as our Chief Financial Officer since March 27, 2023.
(5)
Mr. Moore served as our Chief Executive Officer from February 5, 2024 to June 7, 2024.
(6)
Mr. Atkinson served as our Chief Executive Officer from August 24, 2022 to February 5, 2024, and as our President from July 13, 2023 to February 5, 2024.
Employment, Consulting and Separation Agreements
On October 17, 2022, we entered
into a consulting agreement with Birddog Capital, LLC (Birddog), a limited liability company owned by Clayton Adams, pursuant
to which we engaged Birddog to provide management services to our company. Pursuant to the consulting agreement, we agreed to pay Birddog
a monthly fee of $6,000 commencing on October 17, 2022. We also agreed to reimburse Birddog for all pre-approved business expenses. The
term of the consulting agreement was for one (1) year. On April 1, 2024, we entered into a new consulting agreement with Birddog which
provides for a monthly fee of $22,000. In addition, we agreed to pay Birddog $175,000 upon completion of our initial public offering and
grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares vesting eighteen months after
issuance. The consulting agreement expires on October 23, 2025. Birddog subsequently forfeited its right to receive the payment upon completion
of our initial public offering and the restricted stock units.
On March 27, 2023, we entered
into an employment agreement with David Enholm, our Chief Financial Officer, setting forth the terms of Mr.Enholms employment.
Pursuant to the terms of the employment agreement, as amended, we agreed to pay Mr.Enholm an annual base salary of $185,000 and
he is eligible for an annual incentive bonus of up to $55,000, as determined by our board of directors and subject to certain criteria
set forth in the employment agreement. Mr. Enholm will also receive 325,000 shares of class B common stock options, with vesting as follows:
10% of the total options granted becoming vested on June 25, 2023, (ii) another 10% of the total options granted vesting on September
23, 2023, and (iii) the remaining amount of the total unvested options vesting in equal amounts monthly over 36 months. The term of the
employment agreement is indefinite and may be terminated by us at any time upon fourteen (14) days notice or by Mr. Enholm upon
thirty (30) days written notice. We may also terminate the employment agreement immediately for just cause (as defined in the employment
agreement). If we terminate the employment agreement without cause, then Mr. Enholm is entitled to severance in an amount equal to the
base salary for three (3) months, payable in a lump sum on the termination date, and all previously earned, accrued, and unpaid benefits.
The employment agreement contains customary confidentiality and invention assignment provisions and restrictive covenants prohibiting
Mr.Enholm from (i) directly or indirectly, as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder,
co-venturer or otherwise, solely or jointly with others, engaging in, or giving advice or lending money to, any business that completes
with our company or (ii) soliciting our employees, in each case for a period of twelve (12) months following termination of his employment.
CleanCore Solutions, Inc.
17
Proxy Statement
On November 1, 2022, we entered
into an employment agreement with Gary Hollst, our Chief Revenue Officer, setting forth the terms of Mr.Hollsts employment.
Pursuant to the terms of the employment agreement, as amended, we agreed to pay Mr.Hollst an annual base salary of $120,000 and
he is eligible to be considered for an annual incentive bonus, as determined by our board of directors and subject to certain criteria
set forth in the employment agreement. The term of the employment agreement is indefinite and may be terminated by us at any time upon
fourteen (14) days notice or by Mr. Hollst upon fourteen (14) days written notice. We may also terminate the employment
agreement immediately for just cause (as defined in the employment agreement). The employment agreement contains customary confidentiality
and invention assignment provisions and restrictive covenants prohibiting Mr.Hollst from (i) working as an employee, consultant,
contractor or in any other capacity, for a business that competes with our company for a period of two (2) years, and from (ii) soliciting
our employees, for period of twelve (12) months, in each case following termination of his employment.
On February 5, 2024, we entered
into an employment agreement with Douglas T. Moore, our former Chief Executive Officer, setting forth the terms of Mr.Moores
employment. Pursuant to the terms of the employment agreement, we agreed to pay Mr.Moore an annual base salary of $250,000 and he
was eligible for an annual incentive bonus of up to $125,000, as determined by our board of directors. On June 10, 2024, we entered into
a separation agreement and release of claims with Mr. Moore providing for the separation of his employment with our company effective
as of June 7, 2024. Under the separation agreement and release of claims, 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. Moore on January 2, 2025.
On July 18, 2023, we entered
into an employment agreement with Matthew Atkinson, our former Chief Executive Officer, setting forth the terms of Mr.Atkinsons
employment. Pursuant to the terms of the employment agreement, we agreed to pay Mr.Atkinson an annual base salary of $200,000 and
he is eligible for an annual incentive bonus of up to $200,000, as determined by our board of directors. The term of the employment agreement
is indefinite and may be terminated by us at any time or by Mr. Atkinson upon 14 days written notice. If Mr. Atkinsons employment
is terminated by us without just cause (as defined in the employment agreement), then, subject to Mr. Atkinsons execution of a
release in favor of our company and his compliance with all obligations set forth in the employment agreement, he will be entitled to
severance equal to his base salary for a period equal to six (6) months following the date of termination. The employment agreement contains
customary confidentiality and invention assignment provisions and restrictive covenants prohibiting Mr.Atkinson from (i) providing
services in any capacity (as an employee, consultant, independent contractor, partner, principal, agent or advisor), or having any financial
interest in, any business that competes with our company for a period of one (1) year following termination of his employment or (ii)
soliciting any person employed or engaged by our company and its affiliates, or any customers, clients or other business relationships
of our company and its affiliates, for a period of twelve (12) months following the termination of his employment. Prior to entering into
the employment agreement, Mr. Atkinson provided full-time consulting and management services through Elev8 Marketing, LLC (Elev8).
On February 5, 2024, pursuant to Mr. Atkinsons resignation, we terminated Mr. Atkinsons employment agreement and previous
consulting agreement with Elev8.
On October 17, 2022, we entered
into a consulting agreement with Elev8, a business consulting company owned by Matthew Atkinson, pursuant to which we engaged Elev8 to
provide management services to our company. Pursuant to the consulting agreement, we agreed to pay Elev8 a monthly fee of $6,000 commencing
on October 17, 2022. We also agreed to reimburse Elev8 for all pre-approved business expenses.
Retirement Benefits
We have not maintained, and
do not currently maintain, a defined benefit pension plan, nonqualified deferred compensation plan, defined contribution plan, or other
retirement plan.
Potential Payments Upon Termination or Change
in Control
As described under
Employment,
Consulting and Separation Agreements
above, Mr. Enholm will be entitled to severance if his employment is terminated without
cause.
CleanCore Solutions, Inc.
18
Proxy Statement
Outstanding Equity Awards at Fiscal Year
End
The following table includes
certain information with respect to the value of all unexercised options and unvested shares of restricted stock previously awarded to
the executive officers named above at the fiscal year ended June 30, 2024.
Option Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned
Options (#)
Option Exercise Price ($)
Option Expiration Date
Clayton Adams
2,000,000
-
-
$
0.25
09/16/2032
David Enholm
137,222
187,778
-
$
2.50
03/27/2028
Gary Hollst
101,111
73,889
-
$
1.74
02/21/2028
Director Compensation
On April 30, 2024, each of
our independent directors at such time, Brent Cox, Larry Goldman and James M. Grisham, was granted a stock option for the purchase of
150,000 shares of class B common stock at an exercise price of $4.00 per share under our 2022 Equity Incentive Plan. The options are subject
to vesting, with 10% of the option vesting immediately upon its grant and the remaining 90% of the option vesting in equal installments
each month over the next twenty-four (24) months. Except for these stock option grants, no member of our board of directors received compensation
for services as a director the fiscal year ended June 30, 2024.
2022 Equity Incentive Plan
See
Proposal No.
3 Plan Amendment
for a description of the Plan.
CleanCore Solutions, Inc.
19
Proxy Statement
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following includes
a summary of transactions since the beginning of our 2023 fiscal year, or any currently proposed transaction, in which we were or are
to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets
at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest
(other than compensation described under Executive Compensation). We believe the terms obtained or consideration that we
paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts
that would be paid or received, as applicable, in arms-length transactions.
On October 4, 2022, the Company
issued a promissory note to each of Matthew Atkinson, the Companys Chief Executive Officer at such time, and Clayton Adams, the
Companys President at such time and the Companys current Chief Executive Officer, in the principal amount of $104,450 each
for a total of $208,900. These notes bore interest at a rate of 5% per annum beginning on the 30th day after issuance and were due on
the 60th day following written demand from the holder. On May 29, 2024, the Company repaid these two promissory notes, including interest
accrued of $8,506 each.
On October 17, 2022, the
Company issued a promissory note in the principal amount of $3,000,000 to Burlington Capital, LLC (Burlington), a significant
stockholder, which bore interest at 7% per annum and was to mature on October 17, 2023. On September 13, 2023, the parties signed an extension
agreement, pursuant to which the interest rate was increased to 10% per annum and the maturity date was extended to the earlier of (a)
the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) December 17,
2023. On December 17, 2023, the parties signed a second extension agreement, pursuant to which the maturity date was extended to the earlier
of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) April
4, 2024. On April 30, 2024, the Company and Burlington entered into an extension agreement which extended the maturity date to May 9,
2024.
On May 31, 2024, Burlington
and Walker Water LLC (WW) entered into an allonge, assignment and agreement (the Burlington Assignment Agreement),
pursuant to which Burlington agreed to transfer $633,840 of the note to WW. The Burlington Assignment Agreement also provided that the
Company make a payment of $900,000 on May 31, 2024 to Burlington to reduce the principal amount of the note by $480,667 and pay the outstanding
accrued interest of $419,333 in full. Also on May 31, 2024, the Company issued an amended and restated promissory note to Burlington (the
Burlington Note). The Burlington Note has a new principal amount of $2,366,160, accrues interest at 8.5% per annum from
October 17, 2022 (the date of the original note), which shall increase to 10% upon an event of default, and requires quarterly payments
in the amount of $100,000 over the course of the next two and a half years, with a final payment of $1,396,881 due on April 1, 2027. The
Burlington Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type.
As of December 31, 2024, the outstanding principal balance of the Burlington Note is $1,885,493 and it has an accrued interest balance
of $95,715.
Pursuant to the Burlington
Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $633,840 (the WW Note).
On December 24, 2024, the Company entered into a note assignment and cancellation agreement with WW, Gary Hollst, the Companys
Chief Revenue Officer, and Gary Rohwer, a third party, pursuant to which WW assigned half of its right, title and interest in and to the
WW Note to Garry Hollst and the remaining half to Gary Rohwer. Accordingly, the WW Note was cancelled and the Company issued a promissory
note in the principal amount of $316,920 to Gary Hollst (the Hollst Note) and a promissory note in the principal amount
of $316,920 and accrued interest of $15,714 to Gary Rohwer. The Hollst Note is due and payable on May 31, 2025 and does not accrue interest;
provided that upon an event of default (as defined in the Hollst Note), interest shall accrue at a rate of 10% per annum. The Hollst Note
may be prepaid at any time with without premium or penalty, is unsecured, and contains customary events of default for a loan of this
type. As of December 31, 2024, the outstanding principal balance of the Hollst Note is $316,920 and it has accrued interest of $0.
On July 27, 2023, the Company
agreed to purchase approximately $105,000 worth of inventory from Nebraska C. Ozone, LLC, a related party business owned by Lisa Roskens,
a significant stockholder and the principal officer of Burlington, due to an open purchase order that the Companys predecessor
had with an inventory vendor that was not included in the liabilities assumed from the predecessor per the terms of the acquisition purchase
agreement. The inventory is to be purchased as needed, consistent with other inventory purchases. However, if the entire $105,000 amount
is not purchased by March 31, 2024, the balance at that date begins accruing interest at a rate of seven percent (7%) per annum until
it is paid in full. As of December 31, 2024, the Company has not purchased any of the inventory and as such, has an accrued interest balance
of $6,177.31.
CleanCore Solutions, Inc.
20
Proxy Statement
On March 26, 2024, the Company
entered into a loan agreement with Clayton Adams, a significant stockholder at such time and the Companys current Chief Executive
Officer, pursuant to which the Company issued a revolving credit note to Mr. Adams in the principal amount of up to $500,000. Pursuant
to the loan agreement and note, Mr. Adams agreed to provide advances to the Company upon request during the period commencing on April
25, 2024 and continuing until the second anniversary of such date, which is referred to as the maturity date. This note accrues simple
interest on the outstanding principal amount at the rate of 8% per annum, with all principal and interest due on the maturity date; provided
that upon an event of default (as defined in the note), such rate shall increase to 13%. The Company may prepay the note at any time without
penalty or premium. The note is unsecured and contains customary events of default for a loan of this type. As of December 31, 2024, no
advances have been made and the principal amount of this note is $0.
On December 24, 2024, the
Company issued a 20% original issue discount promissory note in the principal amount of $415,241 to Clayton Adams. The note was due and
payable on June 30, 2025 and accrued interest at a rate of 8% per annum. The Company received cash from Mr. Adams on December 24, 2024
in the amount of $232,193 and recorded a related party receivable in the amount of $100,000 for the remaining cash to be received in January
2025. As of December 31, 2024, the outstanding principal balance of this note is $336,802, has a discount balance of $78,439 and it has
accrued interest of $874. On January 27, 2025, Mr. Adams entered into a note sale assignment and cancellation agreement with Travis Buchanan,
the Companys President, pursuant to which Mr. Adams sold and assigned $125,000 of the 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 $290,241.25
to Mr. Adams. This note is due and payable on June 30, 2025 and accrues interest at a rate of 8% per annum; provided that upon an event
of default (as defined in the note), such interest rate shall increase to 15% per annum. The note may be prepaid at any time without premium
or penalty, is unsecured, and contains customary events of default for a loan of this type.
Following the assignment
described above, the Company issued a 20% original issue discount promissory note in the principal amount of $125,000 to Mr. Buchanan.
This note is due and payable on June 30, 2025 and accrues interest at a rate of 8% per annum; provided that upon an event of default (as
defined in the note), such interest rate shall increase to 15% per annum. The note may be prepaid at any time without premium or penalty,
is unsecured, and contains customary events of default for a loan of this type.
As of December 31, 2024 and
June 30, 2024, the Company had a short term amount due to Clayton Adams in the amount of $48,086 and $91,119, respectively, for operational
expenses paid by a credit card in his name. The Company has a verbal agreement with Mr. Adams to pay the credit card charges directly
to the issuing financial institution as they become due and is current on these payments.
CleanCore Solutions, Inc.
21
Proxy Statement
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Stock Ownership
The following table sets
forth certain information with respect to the beneficial ownership of our common stock as of the Record Date for (i) each of our named
executive officers, directors and director nominees; (ii) all of our named executive officers, directors and director nominees as a group;
and (iii) each other stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. Unless otherwise
indicated, the address of each beneficial owner listed in the table below is c/o our company, 5920 S 118th Circle, Omaha, NE 68137.
Beneficial ownership is determined
in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table,
a person or group of persons is deemed to have beneficial ownership of any shares that such person or any member of such
group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding shares of our common stock
held by each person or group of persons named below, any shares that such person or persons has the right to acquire within sixty (60)
days of the Record Date are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission
of beneficial ownership by any person.
All directors and executive officers as a group (7 persons named above)
2,000,000
100.00
%
2,342,453
27.39
%
93.56
%
Mohammad Ansari
(9)
-
-
1,461,207
17.26
%
17.26
%
Lisa Roskens
(10)
-
-
792,146
9.36
%
9.36
%
Chris Etherington
(11)
-
-
649,879
7.68
%
7.68
%
Mark Olivier
(12)
-
-
464,868
5.49
%
5.49
%
Benjamin Lee Adams
(13)
-
-
470,000
5.55
%
5.55
%
Michael K. Webb
(14)
-
-
470,000
5.55
%
5.55
%
*
Less than 1%
(1)
Based on 0 shares of class A common stock and 8,466,865 shares of class B common stock issued and outstanding as of the Record Date.
(2)
Percentage of total voting power represents voting power with respect to all shares of our class A common stock and class B common stock, as a single class. The holders of our class A common stock are entitled to ten votes per share and holders of our class B common stock are entitled to one vote per share.
(3)
Consists of 493,000 shares of class B common stock and 2,000,000 shares of class A common stock which Mr. Adams has the right to acquire within 60 days through the exercise of vested stock options.
(4)
Consists of 28,000 shares of class B common stock held directly, 2,000 shares of class B common stock held by ACME People Company and 1,333 shares of class B common stock issuable upon the exercise of a warrant held by ACME People Company. Mr. Buchanan is the President of ACME People Company and has voting and investment power over the shares held by it. Mr. Buchanan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, in such shares.
CleanCore Solutions, Inc.
22
Proxy Statement
(5)
Consists of 8,550 shares of class B common stock 216,667 shares of class B common stock which Mr. Enholm has the right to acquire within 60 days through the exercise of vested stock options.
(6)
Consists of 85,416 shares of class B common stock 147,778 shares of class B common stock which Mr. Hollst has the right to acquire within 60 days through the exercise of vested stock options.
(7)
Consists of 880,000 shares of class B common stock and 88,125 shares of class B common stock which Mr. Cox has the right to acquire within 60 days through the exercise of vested stock options.
(8)
Consists of 100,000 shares of class B common stock held directly, 100,000 shares of class B common stock held by Shawnee Communications Inc., 100,000 shares of class B common stock held by James T. Coyle Legacy Trust and 88,125 shares of class B common stock which Mr. Grisham has the right to acquire within 60 days through the exercise of vested stock options. Mr. Grisham is the Chief Executive Officer of Shawnee Communications Inc. and the Trustee of the James T. Coyle Legacy Trust and has voting and investment power over the shares held by them. Mr. Grisham disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, in such shares.
(9)
Consists of 1,250,000 shares of class B common stock held by Bethor Limited and 211,207 shares of class B common stock held by Basestones, Inc. Mohammad Ansari is the Director and President of Bethor Limited and the President of Basestones, Inc. and has voting and investment power over the shares held by them. Mr. Ansari disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any in such shares. The address of Bethor Limited is Nerine Chamber, P.O. Box 905, Road Town, Tortola, British Virgin Islands and the address of Basestones, Inc. is 1901 Avenue of the Stars, Los Angeles, CA 90067.
(10)
Consists of 14,368 shares of class B common stock held directly and 777,778 shares of class B common stock held by Burlington Capital, LLC. Lisa Roskens is the Chairman and Chief Executive Officer of Burlington Capital, LLC and has voting and investment power over the shares held by it. Ms. Roskens disclaims beneficial ownership of such shares except to the extent of her pecuniary interest, if any, in such shares. The address of Burlington Capital, LLC is 1004 Farnam Street, Suite 400, Omaha NE 68102.
(11)
Consists of 67,977 shares of class B common stock held directly and 581,902 shares of class B Common stock held by Oleta Investments, LLC. Chris Etherington is the Managing Director of Oleta Investments, LLC, and has sole voting and investment power over the shares held by it. Mr. Etherington disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, in such shares. The address of Oleta Investments, LLC is 318 North Carson Street, Carson City, NV 89701.
(12)
The address of Mr. Olivier is 10882 Coronel Road, Santa Ana, CA 92705.
(13)
The address of Mr. Adams is 724 West 3rd, Maryville, MO 64468.
(14)
The address of Mr. Webb is 1900 Forest Ave., Red Oak, IA 50166.
If Mr. Adams exercises his
stock options to purchase 2,000,000 shares of class A common stock, then Mr. Adams will own more than 50% of our total voting power. Except
for the foregoing, we do not currently have any arrangements which if consummated may result in a change of control of our company.
Section16(a) Reports
Section16(a) of the
Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities,
to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the
company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section16(a)
forms they file. We believe, based solely on a review of the copies of such reports furnished to us and representations of these persons,
that all reports were timely filed for the fiscal year ended June 30, 2024, except for a Form 3 and a Form 4 that were filed late by Mohammad
Ansari due to administrative oversight.
CleanCore Solutions, Inc.
23
Proxy Statement
ADDITIONAL INFORMATION
Other Matters
As of the date of this proxy
statement, the board of directors does not intend to present any matters other than those described herein at the Annual Meeting and is
unaware of any matters to be presented by other parties. If other matters are properly brought before the meeting for action by the stockholders,
proxies will be voted in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in
accordance with the judgment of the proxy holder, to the extent permitted by Rule 14a-4(c)(3).
Stockholder Proposals for Next Annual Meeting
A stockholder who is entitled
to vote for the election of directors and who desires to nominate a candidate for election to be voted on at an annual meeting of stockholders
may do so only in accordance with Section 2.2 of our bylaws, which provides that a stockholder may nominate a director candidate by written
notice to the Secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding years
annual meeting. To be considered timely for our next annual meeting of stockholders, a stockholder nomination, and all supporting information,
must be submitted no earlier than February 6, 2026 and no later than March 7, 2026.
A stockholder who desires
to present a proposal pursuant to Rule 14a-8 under the Exchange Act to be included in the proxy statement for, and voted on by stockholders
at, our next annual meeting of stockholders must submit such proposal in writing, including all supporting materials, to the Company at
its principal office no later than December 31, 2025, or 120 days before the date of mailing based on this years proxy statement
date, and meet all other requirements for inclusion in the proxy statement. Additionally, pursuant to Rule 14a-4(c)(1) under the Exchange
Act, if a stockholder intends to present a proposal for business to be considered at our next annual meeting of stockholders but does
not seek inclusion of the proposal in our proxy statement for such meeting, then we must receive the proposal by March 16, 2026, or 45
days before the date of mailing based on this years proxy statement date, for it to be considered timely received. If notice of
a stockholder proposal is not timely received, then the proxies will be authorized to exercise discretionary authority with respect to
the proposal.
Any proposals should be sent
to us at CleanCore Solutions, Inc., 5920 S 118th Circle, Omaha, NE 68137, Attention Secretary.
Annual Report
We have filed our Annual
Report on Form10-K for the fiscal year ended June 30, 2024 with the SEC, a copy of which, including the financial statements and
financial statement schedules, but excluding exhibits, has been mailed to our stockholders along with this proxy statement. Exhibits to
the Annual Report on Form10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the
requested exhibit. All requests for such exhibits should be directed to CleanCore Solutions, Inc., 5920 S 118th Circle, Omaha, NE 68137,
Attention Secretary. Our Annual Report on Form10-K for the fiscal year ended June 30, 2024 is also available on our IR site under
the link for SEC Filings.
By Order of the Board of Directors,
/s/
Clayton Adams
Omaha, NE
Clayton Adams
April 23, 2025
Chairman and CEO
CleanCore Solutions, Inc.
24
Proxy Statement
ANNEX A
AMENDMENT NO. 2
TO
CLEANCORE SOLUTIONS, INC.
2022 EQUITY INCENTIVE PLAN
The CleanCore Solutions, Inc. 2022 Equity Incentive Plan (the
Plan
)
is hereby amended as follows:
The first sentence of Section 4.1 of the Plan is hereby amended in
its entirety to read as follows:
Subject to adjustment in accordance with Section 11,
a total of 5,000,000 shares of Class B Common Stock shall be available for the grant of Awards under the Plan.
Except as herein amended, the provisions of the Plan shall remain in
full force and effect.
Effective as of ________, 2025
A-
1
CONTROL NUMBER:
NUMBER OF SHARES:
REGISTERED SHAREHOLDER:
CleanCore Solutions, Inc.
5920 S 118
th
Circle
Omaha, NE 68137
PROXY
Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders
on June 5, 2025, at 3:00 P.M., Eastern Time
The undersigned hereby appoints
Clayton Adams as proxy with full power of substitution, to represent and to vote as set forth herein all the shares of class B common
stock of CleanCore Solutions, Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders and any adjournments
or postponements thereof, as designated below.
If no designation is made, the proxy, when properly executed, will be votedFOR
in Item 1, 2 and 3.
1.
To elect the four (4) nominees in the accompanying proxy statement to the board of directors, each
to serve until the next annual meeting of stockholders or until such person shall resign, be removed or otherwise leave office. (Item
1):
☐
FOR
all nominees listed below
(except as marked to the contrary)
☐
WITHHOLD AUTHORITY
to vote for all
nominees listed below
Instructions:
To
withhold
authority
to vote for any nominee, mark the space beside the nominees name with an X.
Clayton Adams_____
David Enholm_____
Brent Cox_____
Peter Frei_____
2.
To ratify the appointment of TAAD, LLP as the Companys independent registered public accounting
firm for the fiscal year ending June 30, 2025. (Item 2):
☐
FOR
☐
AGAINST
☐
ABSTAIN
3.
To approve Amendment No. 2 to the CleanCore Solutions, Inc. 2022 Equity Incentive Plan to increase the share reserve.
☐
FOR
☐
AGAINST
☐
ABSTAIN
3.
To transact such other business as many properly come before the Annual Meeting or any adjournment or postponement thereof.
☐
FOR
☐
AGAINST
☐
ABSTAIN
When properly executed, this
proxy will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS SPECIFIED, THIS PROXY WILL BE VOTED
FOR
THE ELECTION OF ALL DIRECTORS PROPOSED IN ITEM 1 AND
FOR
ITEMS 2 AND 3.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
Dated: ____________________________________, 2025
_______________________________________________
Signature
_______________________________________________
Signature (Joint Owners)
Please date and sign your name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the shareholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title
[SEE VOTING INSTRUCTIONS ON REVERSE SIDE]
VOTING INSTRUCTIONS
Please sign, date and mail this Proxy Card promptly to the following
address in the enclosed postage-paid envelope:
Securities Transfer Corporation
2901 N. Dallas Parkway, Suite380
Plano, Texas 75093
Attention: Proxy Department
OR
You may sign, date and submit your Proxy Card by facsimile to (469)
633-0088.
OR
You my sign, date, scan and email your scanned Proxy Card to proxyvote@stctransfer.com.
OR
You may vote online through the Internet:
1.
Go
to https://onlineproxyvote.com/ZONE/2025 at any time 24 hours a day.
2.
Login
using the control number located at the top of this proxy card.
3.
Access
the proxy voting link within that website to vote your proxy.
If you vote your proxy on the Internet, you
do not need to mail back, fax or email your Proxy Card.
The Proxy Statement and the form of Proxy Card
are available at https://onlineproxyvote.com/ZONE/2025.
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* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR
WHICH
THE 13F WAS FILED.
FUND
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VALUE ($)
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