06/11/2025 | Press release | Distributed by Public on 06/11/2025 15:10
Item 1.01 Notice of Entry into a Material Definitive Agreement.
Settlement Agreement with Matthew Atkinson
On June 6, 2025, CleanCore Solutions, Inc. (the "Company"), Clayton Adams, the Company's Chief Executive Officer, and David Enholm, the Company's Chief Financial Officer, entered into a settlement and release agreement (the "Atkinson Settlement Agreement") with Matthew Atkinson, the Company's former Chief Executive Officer, to settle the Lawsuit (as defined below).
As previously disclosed, on August 20, 2024, Mr. Atkinson filed a complaint against the Company in the District Court of Douglas County, Nebraska, which was amended on November 25, 2024 to add Messrs. Adams and Enholm as defendants, in which Mr. Atkinson alleged certain claims arising from his employment with, and separation of employment from, the Company, and the Company alleged certain counterclaims against Mr. Atkinson for breach of contract (the "Lawsuit").
Pursuant to the Atkinson Settlement Agreement, which will become effective on the sixteenth (16th) day following Mr. Atkinson's execution of the Atkinson Settlement Agreement, which is June 21, 2025 (the "Effective Date"), assuming that it has not been revoked by Mr. Atkinson, the Company agreed to issue 200,000 shares of its class B common stock (the "Shares") on the Effective Date to James T. Coyle Legacy Trust in order to resolve an obligation that Mr. Atkinson has to transfer such shares that has not been met. The Board of Directors of the Company determined that resolving the Lawsuit in exchange for the Shares was in the best interests of the Company and its stockholders. The parties agreed to dismiss the Lawsuit with prejudice within five (5) business days of the Effective Date, with each party bearing its own fees and costs, including attorney fees, and to waive any right to file an appeal or post-dismissal motions. The Atkinson Settlement Agreement also contains a release of claims by each party and standard confidentiality and non-disparagement provisions.
The foregoing summary of the terms and conditions of the Atkinson Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Atkinson Settlement Agreement attached hereto as an exhibit, which is incorporated herein by reference.
Settlement Agreement with Boustead Securities
On June 5, 2025, the Company entered into a settlement agreement (the "Boustead Settlement Agreement") with Boustead Securities, LLC ("Boustead") relating to certain compensation that Boustead asserted was owed to it under an engagement letter between the parties, dated September 21, 2022 (the "Engagement Letter"), and an underwriting agreement between the parties, dated April 25, 2024 (together with the Engagement Letter, the "Boustead Agreements"). Pursuant to the Boustead Settlement Agreement, the Company agreed to pay Boustead (i) $100,000 in cash within 45 days of the date of the Boustead Settlement Agreement and (ii) an additional $1,050,000 in cash upon the closing of a financing, offering or other transaction to raise capital (such a transaction, a "Financing Transaction") in an amount of at least $50 million; provided that if the Company consummates one or more Financing Transactions in an amount of less than $50 million, then the Company must pay Boustead no less than two percent (2%) of the total amount of funds disbursed to the Company pursuant to each such Financing Transaction until Boustead receives a total of $1,050,000 in cash.
In addition to the cash compensation described above, on June 9, 2025, the Company issued to Boustead (i) a warrant for the purchase of 29,750 shares of class B common stock at an exercise price of $1.25 per share and (ii) a warrant for the purchase of 9,426 shares of class B common stock at an exercise price of $1.06 per share (together, the "Warrants"). In addition, upon closing of a Financing Transaction, the Company agreed to issue to Boustead a warrant for the purchase of 160,824 shares of class B common stock at an exercise price equal to the lower of (i) the price per share paid in such Financing Transaction or (ii) the exercise price of any warrants issued to the placement agent or financial advisor in connection with such Financing Transaction (the "Transaction Warrants"). The Transaction Warrants will have piggy-back rights with respect to registration in the event a registration statement is filed in connection with the Financing Transaction.