M&A - CleanCore Solutions, Inc.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025033794

Filing Summary: On April 15, 2025, CleanCore Solutions, Inc. successfully closed the acquisition of substantially all assets of Sanzonate Europe Ltd., following an Asset Purchase Agreement initially entered into on February 21, 2025. The purchase agreement was subsequently amended on April 15, 2025. The total purchase price was $2,475,000, which included $425,000 in cash, an $800,000 promissory note, and up to $1,250,000 in Earn-Out Payments. Additionally, a five-year warrant to purchase 425,000 shares of Class B common stock at an exercise price of $1.25 per share was issued to the stockholder of the seller. The acquisition aims to enhance CleanCore's operations in the aqueous ozone products sector. On April 16, 2025, the company also entered into subscription agreements with accredited investors for promissory notes and warrants valued at $1,010,000. This funding was structured to support ongoing financial commitments associated with the acquisition.

Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025017450

Filing Summary: On February 21, 2025, CleanCore Global Limited, a wholly-owned subsidiary of CleanCore Solutions, Inc., entered into an Asset Purchase Agreement with Sanzonate Europe Inc. and Sanzonate Global Inc. The agreement stipulates that CleanCore will purchase substantially all assets related to the manufacturing and distribution of aqueous ozone products for a total price of $2,475,000, which includes $600,000 in cash, a promissory note of $625,000, and potential Earn-Out Payments up to $1,250,000 based on future net sales milestones. The purchase agreement outlines the seller's entitlement to earn-out payments related to specific sales targets over a five-year period, as well as customary covenants and indemnifications. Closing is subject to customary conditions such as due diligence and necessary approvals.