UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 6, 2024 (
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Item 1.01 Notice of Entry into a Material Definitive Agreement.
On October 17, 2022, CleanCore Solutions, Inc. (the “Company”) issued that certain Promissory Note (the “Original Note”) in the principal amount of $3,000,000 to Burlington Capital, LLC, a Delaware limited liability company (“Burlington”), which was later amended by: (i) an extension agreement dated September 13, 2023, (ii) a second extension agreement dated December 17, 2023, (iii) a third extension agreement dated April 30, 2024, and (iv) a fourth extension agreement dated May 20, 2024.
On May 31, 2024, Burlington and Walker Water LLC (“WW”) entered into an Allonge, Assignment and Agreement (the “Assignment Agreement”), pursuant to which Burlington agreed to transfer $633,840.00 of the Original Note to WW. The Assignment Agreement also provided that the Company would make a payment of $900,000 to Burlington on May 31, 2024 to reduce the principal amount of the Original Note (the “Company Payment”). On the same date, the Company entered into a Company Acknowledgement and Indemnification Agreement (the “Company Agreement”) with Burlington to (i) acknowledge and agree to the Assignment Agreement, including the issuance of a new promissory note to WW and an amended and restated promissory note to Burlington as described below, (ii) indemnify Burlington against any liabilities or claims arising out of the transfer to WW pursuant to the Assignment Agreement, and (iii) to record the Company Payment.
In conjunction with the Assignment Agreement and the Company Agreement, the Company issued an amended and restated promissory note to Burlington (the “Amended Note”) to reduce the outstanding principal of the Original Note due to Burlington’s assignment of a portion of the Original Note to WW and due to the Company Payment. The Amended Note has a new principal amount of $3,196,881, 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 Amended Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type.
Pursuant to the Assignment Agreement and the Company Agreement, the Company also issued a new promissory note to WW in the principal amount of $633,840 (the “New Note”). The New Note 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 is due on December 31, 2024. The New Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type.
Both the Amended Note and the New Note are unsecured and are pari passu in right of payment to any other unsecured indebtedness incurred by the Company in favor of any third party.
The foregoing summary of the terms and conditions of the Assignment Agreement, the Company Agreement, the Amended Note, and the New Note, does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached hereto as Exhibit 10.2-10.5, which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | ||
| 10.2 | Allonge, Assignment and Agreement, dated May 31, 2024, by and between Burlington Capital LLC and Walker Water LLC | |
| 10.3 | Company Acknowledgement and Indemnification Agreement, dated May 31, 2024, by and between CleanCore Solutions, Inc. and Burlington Capital LLC | |
| 10.4 | Amended and Restated Promissory Note issued by CleanCore Solutions, Inc. to Burlington Capital, LLC on May 31, 2024 | |
| 10.5 | Promissory Note issued by CleanCore Solutions, Inc. to Walker Water LLC on May 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 6, 2024 | CLEANCORE SOLUTIONS, INC. | |
| /s/ David Enholm | ||
| Name: | David Enholm | |
| Title: | Chief Financial Officer | |
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