CleanCore's CEO Form 4 Records a Subscription Inside the Company's Own $100 Million Offering, Not an Open-Market Buy
A Form 4 for CleanCore Solutions, Inc. (NYSE American: ZONE) reached the tape on Friday, August 14, 2026, reporting that the company's chief executive officer and director acquired 2,000,000 shares of common stock at $0.25 per share, together with warrants to purchase a further 2,000,000 shares at a $0.25 exercise price. On a screener, that line reads as an insider buying two million shares. The filing's own footnote says something materially different, and the difference is the whole story.
According to the Form 4 as rendered by the filing service StockTitan, the explanation of responses reads: "On August 12, 2026, the Reporting Person acquired 2,000,000 shares of Common Stock and accompanying Investor Warrants to purchase 2,000,000 shares of Common Stock in a best efforts public offering at a combined public offering price of $0.25 per share of Common Stock and accompanying Investor Warrant. Each Investor Warrant is exercisable for one share of Common Stock at an exercise price of $0.25 per share, is immediately exercisable, and expires on August 12, 2031." The transaction is coded A, an acquisition, and beneficial ownership following the transaction is reported as 2,000,000 shares held directly. The transaction date is August 12, 2026; the filing date is August 14, 2026.
That footnote describes a subscription, not a purchase. In an open-market buy, an insider bids for existing stock at whatever price the market is asking, and the shares come from another holder; the company's share count does not change and no cash reaches the treasury. In a subscription to the issuer's own offering, the company creates new shares and sells them to the insider on the same documented terms extended to every other buyer in the deal — here, the $0.25 combined price for one share and one accompanying warrant set out in the prospectus supplement. The insider's cash goes to the company, and the share count rises. Both events produce a Form 4 with an "A" transaction code. They are not the same signal, and readers who encounter the second while expecting the first will misread it.
One point of housekeeping, because it has already tripped up at least one feed. EDGAR renders reporting-person names surname-first, and this filer appears as "Hassen Tyler Lewis." The surname is Hassen. The executive is Tyler Hassen, whom CleanCore's board appointed chief executive officer on March 16, 2026, effective March 17, when Clayton Adams resigned the role; the appointment is recorded in an Item 5.02 current report filed March 20, 2026, which this desk read on EDGAR, and the company's own announcements name him as Tyler Hassen throughout. Coverage that refers to a CleanCore insider named "Lewis" is reading the middle name as the family name.
A sourcing note on the Form 4 itself. This desk was unable to open the SEC's own rendering of the ownership document during this session; the transaction detail and footnote above are taken from a third-party filing-rendering service's reproduction of it, retrieved twice and consistent on both retrievals. That service identifies the underlying EDGAR document as accession number 0001213900-26-090343, filed under CleanCore's CIK, 0001956741, and readers who want the primary document should retrieve it there. Nothing in the offering documents this desk did read directly on EDGAR contradicts the footnote, and the terms it recites — the $0.25 combined price, the $0.25 warrant exercise price, immediate exercisability, and an August 12, 2031 expiry five years from the August 12, 2026 transaction date — match the offering's published terms exactly.
The offering those terms come from is large relative to the company. CleanCore's prospectus supplement, dated August 11, 2026 and filed with the SEC on August 12, offered 275,829,576 shares of common stock and 124,170,424 pre-funded warrants — 400,000,000 units combined — plus 400,000,000 investor warrants exercisable at $0.25 per share and expiring five years from the initial exercise date. The number 400,000,000 therefore appears twice in this deal with two different meanings: the count of shares-and-pre-funded-warrants sold, and the separate count of investor warrants issued alongside them. They are not the same securities and must not be added together as if they were one block.
Pricing was $0.25 per share of common stock with accompanying investor warrant, and $0.2499 per pre-funded warrant with accompanying investor warrant, the pre-funded warrants carrying a $0.0001 exercise price. Gross proceeds were $100,000,000, with net proceeds stated at $92,000,000 after a placement agent fee of 8.0% of aggregate gross proceeds and before other offering expenses. Curvature Securities LLC acted as placement agent. On use of proceeds the prospectus states: "We intend to use the net proceeds of this offering primarily to fund the development of AI critical infrastructure opportunities, including the Minnesota Project, and for working capital and general corporate purposes." The company announced the closing of the offering on August 12, 2026 — the same date the chief executive's Form 4 gives as the transaction date.
The dilution arithmetic is on the cover of the prospectus. Shares of common stock outstanding before the offering: 226,260,684. Shares to be outstanding after this offering: "626,260,684 shares, assuming exercise of all Pre-Funded Warrants." That post-offering figure excludes the 400,000,000 investor warrants entirely. Adding those warrants to the stated post-offering count produces 1,026,260,684 shares — this desk's arithmetic, not a company disclosure — meaning the fully diluted count for this financing alone is roughly 1.03 billion shares against a pre-deal base of about 226 million.
A related figure invites confusion and should be handled carefully. The cover of CleanCore's quarterly report for the quarter ended March 31, 2026 lists 221,938,856 shares of common stock issued and outstanding as of May 8, 2026, while the prospectus supplement's pre-offering count is 226,260,684 shares as of its August date. Both are counts of shares outstanding; they simply carry different as-of dates, roughly three months apart. The 4,321,828-share gap between them is this desk's subtraction and should not be characterised as a discrete issuance without a filing that identifies one.
Price context matters here because the executive subscribed at a fixed $0.25 while the stock was moving. The prospectus supplement itself reports a last reported sale price of $0.35 on August 10, 2026. Per daily price history from StockAnalysis, ZONE fell 54.79% on August 11 on volume of 80,024,000 shares traded to close at $0.16, closed at $0.15 on August 12 on volume of 37,596,981 shares traded, closed at $0.16 on August 13 on volume of 21,368,340 shares traded, and closed Friday, August 14, 2026 at $0.16 on volume of 4,464,492 shares traded. Every volume figure in that sentence is shares changing hands in a session, not shares outstanding. One caveat on the Friday number: this desk was unable to corroborate the August 14 close against a second data provider, because the other quote services it could reach were still carrying stale prices, as set out below. The Friday close should therefore be read as single-sourced. The $0.35 close on August 10 is independently corroborated by the prospectus supplement, which gives the price series a primary-source anchor at its starting point. Friday's $0.16 sits roughly 36% below the $0.25 subscription price — again, this desk's arithmetic.
Readers checking quote pages this weekend should be aware that several widely used aggregators were carrying visibly stale ZONE prices when this desk checked, including one showing $0.42 and another $0.3653 — both pre-offering levels. The same staleness affects capitalisation figures: at least one data provider was still computing a market capitalisation of $33.85 million from a count of 221.94 million shares outstanding, a share count that predates the offering entirely. Applying Friday's $0.16 close to the prospectus's stated post-offering count of 626,260,684 shares yields roughly $100 million, a calculation this desk performed and one that no filing endorses. The point is not which figure is correct but that the automated ones have not caught up.
The chief executive was not the only insider-adjacent participant disclosed in connection with the deal. The prospectus supplement states that "House of Doge Inc. has agreed to purchase $9 million of Securities in this offering on the same terms as other investors." It continues: "A member of our board of directors also serves as a director and officer of House of Doge Inc." The pricing 8-K, filed August 12 for an offering priced August 11, also records that "certain of the Company's directors and executive officers agreed to be subject to a lock-up period of 90 days." This desk found no company press release or 8-K that separately announced the chief executive's own participation; it is disclosed through the Form 4.
A second Form 4 in recent CleanCore filings has been grouped with this one in some coverage, and it should not be. Chief financial officer David James Enholm reported the acquisition of 40,000 shares of common stock at $0.00 per share, with a transaction date of July 1, 2026 and a filing date of July 2, 2026 — six weeks before the offering, not alongside it. It carries transaction code M, the settlement of a derivative security rather than a purchase. Its footnote begins: "On June 30, 2026, the Reporting Person was granted 80,000 restricted stock units ("RSUs") under the Issuer's 2022 Equity Incentive Plan." Resulting beneficial ownership was 67,300 shares held directly. No cash changed hands. It is compensation vesting, and it belongs in a different category from a subscription.
All of this sits on top of an accounting record that has been reworked once already. In an 8-K filed May 18, 2026, CleanCore reported that its audit committee concluded on that date that the unaudited financial statements for the fiscal quarter ended March 31, 2026 should no longer be relied upon and should be restated. The error was the failure to record a non-cash transfer of 70,000,000 Dogecoins arising from the cancellation of an asset management agreement. Note the unit: those are Dogecoins, a digital asset, not shares. The effect was to overstate digital assets and to understate both net loss and general and administrative expenses. The company identified a material weakness in what it named the "Digital Asset Reconciliation Control," disclosing that "the reconciliation was performed against a static sub-ledger rather than being verified against independent source data."
The 8-K did not quantify the error in dollars, and it said the company intended to file an amended quarterly report. The record shows one was filed: EDGAR's filing index for CleanCore lists a Form 10-Q/A for the quarter ended March 31, 2026 filed on May 18, 2026 — the same day as the non-reliance 8-K — under accession number 0001213900-26-058489. This desk was unable to open that amendment's text during this session, and therefore does not characterise its contents, including whether it puts a dollar figure on the Dogecoin adjustment. That amendment is also what makes the past tense in the August prospectus supplement's risk-factor heading — "Our financial statements for the quarter ended March 31, 2026 have been restated, and our management has identified a material weakness in our internal control over financial reporting" — consistent with the docket rather than at odds with it. The precise position is this: a restatement was determined and an amended report was filed on May 18, 2026; a material weakness is disclosed as identified; this desk has not read the amendment; and no dollar magnitude for the Dogecoin adjustment appears in any document this desk was able to reach.
The underlying quarterly report shows why that number would matter. The figures that follow are as originally reported in the Form 10-Q filed May 11, 2026 — the report the audit committee later said should not be relied upon — and this desk has not read the amendment that followed it. As originally filed, for the nine months ended March 31, 2026, CleanCore reported a net loss of $148,531,825, against a loss of $2,670,469 in the prior-year period. It held 533,060,905 Dogecoins — again, coins, not shares — carried at a fair value of $49,203,118 against a cost basis of $127,222,652. The loss was driven by an adverse fair-value change of $107,384,528 on the Dogecoin position and a realised loss of $29,364,518 on the sale of 200,000,000 Dogecoins. Cash stood at $17,053,301 in total, of which $4,052,657 was unrestricted and $13,000,644 restricted. The legacy cleaning business produced revenue of $2,520,540 across the nine months, of which $543,694 came in the March quarter.
The same report carries explicit going-concern language: "These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial doubt about the Company's ability to continue as a going concern for 12 months from the date of issuance of these financial statements as of and for the three months ended March 31, 2026."
There is further equity capacity beyond the August offering. An 8-K filed June 8, 2026 disclosed a $750 million Controlled Equity Sales Agreement — an at-the-market program — with Cantor Fitzgerald & Co. and Curvature Securities LLC as agents, under which "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." That $750 million is authorised capacity to sell, not stock already sold; the agreement states the company "may offer and sell from time to time" and "has no obligation to sell any of the Shares," and this desk has seen no disclosure of amounts drawn under it. But it sits on the record alongside the 400,000,000 investor warrants as additional potential supply.
The risks here are stated in the company's own filings and should be read together rather than one at a time. There is substantial doubt about the company's ability to continue as a going concern, in the issuer's own words. There is a determination that a recent quarter's financial statements cannot be relied upon, an unremediated material weakness in the control governing digital-asset reconciliation, and an amended quarterly report filed on May 18, 2026 whose contents this desk has not read. There is dilution already executed that takes the stated share count from 226,260,684 to 626,260,684, plus 400,000,000 investor warrants struck at $0.25 that are immediately exercisable, plus a $750 million at-the-market program authorised in June. The operating business generated $2,520,540 of revenue over nine months while the balance sheet absorbed, as originally reported, a $107,384,528 adverse fair-value move on a cryptocurrency position. The stock closed Friday at $0.16. None of these facts is disputed by any filing this desk reviewed.
The limits of what is known should be stated as plainly as the findings. This desk could not open the SEC's own rendering of the chief executive's Form 4, nor the text of the May 18, 2026 Form 10-Q/A, and relied on third-party reproductions and filing indexes for both. The March-quarter 10-Q carries a filing date of May 11, 2026; a filing-rendering service shows it as accepted by EDGAR at 6:33 p.m. on Friday, May 8, 2026, which is why some services display the earlier date — an after-hours acceptance carries the next business day's filing date. This desk found no notice from NYSE American to CleanCore of any kind, and does not assert that one exists. The exchange and ticker are NYSE American and ZONE, confirmed by the prospectus supplement, the company's closing announcement, and the company's August 14 announcement that it will change its name to Zone Frontier Inc. effective August 31, 2026 while continuing to trade on NYSE American under the ticker ZONE — notwithstanding at least one filing-summary page that labels ZONE a NASDAQ listing. No stock split, forward or reverse, surfaced in CleanCore's record, and the two share counts above, 221,938,856 in May and 226,260,684 in August, are consistent with each other on an unsplit basis. And the exact number of shares and pre-funded warrants actually issued at closing is taken from the prospectus supplement and the closing announcement; the prospectus figures are stated on an assumed basis, and a definitive post-closing count would come from a subsequent periodic report.
What the Form 4 establishes is this: on August 12, 2026, CleanCore's chief executive acquired 2,000,000 newly issued shares and 2,000,000 accompanying warrants by subscribing to the company's own best-efforts public offering at the same $0.25 combined price available to every other participant, for a cash outlay of $500,000 by this desk's multiplication. What it does not establish is anything about why. It records no open-market bid, no purchase from another shareholder, and no price discovered by an insider competing with the market. It records participation in a financing. Those are different facts, and only the filing's footnote distinguishes them — which is precisely why the footnote, and not the headline number, is the part worth reading.
