CleanCore Solutions, Inc.

CleanCore Solutions, Inc. entered into a new Controlled Equity OfferingSM Sales Agreement to sell up to $750,000,000 of common stock through Cantor Fitzgerald & Co. and Curvature Securities LLC. The net proceeds are primarily intended to fund the company's AI Critical Infrastructure Business, including development activities and potential acquisitions. Concurrently, the company terminated its prior "at-the-market" agreement with Maxim Group LLC and Curvature, incurring payments of $1.5 million to the former agents.

CleanCore Solutions, Inc. announced a major strategic pivot to become an AI critical infrastructure company, appointing Tyler Hassen as CEO and a Board member to lead this transition. The company has signed a non-binding Letter of Intent for an initial data center development project in the midwestern United States. This shift involves the planned sale of its legacy cleaning products business and the repositioning or sale of its digital asset treasury strategy, including Dogecoin holdings. The company acknowledges this new business is at an early stage and faces significant risks and capital requirements.

CleanCore Solutions, Inc. announced changes to its Board of Directors. David Enholm resigned as a director, effective May 21, 2026, but will continue in his role as Chief Financial Officer. His resignation was not due to any disagreements with the company. Concurrently, Tyler Hassen, the company's Chief Executive Officer since March 16, 2026, was appointed to fill the vacancy on the Board, effective immediately. Mr. Hassen brings extensive experience from previous leadership roles at Basin Holdings and the U.S. Department of the Interior.

CleanCore Solutions, Inc. restated its previously filed Form 10-Q for the period ended March 31, 2026, due to an error in accounting for a non-cash transfer of 70,000,000 Dogecoins. This error, stemming from a material weakness in internal controls, resulted in digital assets being overstated and general and administrative expenses understated. The restatement significantly increased the net loss for the three and nine months ended March 31, 2026, and the company issued a going concern warning.

CleanCore Solutions' Audit Committee, after consulting with management and independent auditor TAAD, LLP, concluded that the Q3 2026 unaudited financial statements should no longer be relied upon and must be restated. This decision stems from an error where a non-cash transfer of 70,000,000 Dogecoins was not recorded, leading to overstated digital assets and understated net loss and general and administrative expenses. The company identified a material weakness in its internal controls related to digital asset reconciliation and is implementing several remedial measures.

CleanCore Solutions, Inc. reported a significant net loss of $148.5 million for the nine months ended March 31, 2026, primarily driven by a $107.4 million loss from changes in the fair value of its Dogecoin digital assets. Despite raising substantial capital through pre-funded warrants and at-the-market offerings, management expressed substantial doubt about the company's ability to continue as a going concern for the next 12 months. Revenue for the nine-month period increased to $2.5 million, but operating expenses also saw a massive increase.