Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 8, 2026, CleanCore Solutions, Inc. (the "Company") entered into a Controlled Equity Offering^SM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. ("Cantor") and Curvature Securities LLC ("Curvature" and, together with Cantor, the "Agents"), pursuant to which the Company may offer and sell from time to time, through or to the Agents, up to an aggregate of $750,000,000 of the Company's common stock, par value $0.0001 per share (the "Shares").

The Shares to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-289867), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") on August 26, 2025, and declared effective by the Commission on August 29, 2025 (the "Registration Statement"). The Company filed a prospectus supplement with the Commission pursuant to Rule 424(b) under the Securities Act on June 8, 2026 in connection with the offer and sale of the Shares pursuant to the Sales Agreement.

Pursuant to the Sales Agreement, sales of the Shares, if any, may be made in negotiated transactions, including block trades, transactions deemed to be "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act or by any other method permitted by the Sales Agreement and any applicable law. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Agents may also decline to accept the terms contained in any placement notice, suspend sales or terminate the Sales Agreement upon notice to the Company. The Sales Agreement may be terminated by either the Company or the Agents upon ten (10) business days' prior written notice to the other party, or at any time by the Agents under certain circumstances specified in the Sales Agreement, including upon the occurrence of a material adverse effect. The Company has also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act.

The Company intends to use the net proceeds from the sales of the Shares, after deducting the Agents' commissions and offering expenses, for its AI Critical Infrastructure Business including the identification, evaluation, and potential development of AI critical infrastructure opportunities, including site identification, land acquisition, engineering and feasibility studies, power procurement, permitting, facility construction or retrofit, equipment acquisition, and related development activities. The Company may also use net proceeds for general corporate purposes, including working capital, capital expenditures, and general and administrative expenses, and to fund costs associated with the potential disposition of the Company's cleaning products business or the wind-down of the Company's digital asset treasury strategy.

The Sales Agreement contains customary representations, warranties and agreements by the Company, including mutual obligations of the Company and the Agents to indemnify the other party for certain liabilities, including under the Securities Act, and contribution provisions in the event indemnification is unavailable. Under the terms of the Sales Agreement, the Company will pay the Agents a cash commission of up to 3.0% of the gross proceeds from sales of the Shares sold under the Sales Agreement. The Company will also reimburse the Agents for certain specified expenses.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Company's common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The legal opinion of Lucosky Brookman LLP relating to the issuance and sale of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.