Cleancore Solutions Inc.

03/10/2026 | Press release | Distributed by Public on 03/10/2026 14:31

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Termination of Asset Management Agreement

As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "Commission") on September 5, 2025 (the "8-K"), in connection with the offering and use of proceeds described in the 8-K, on September 5, 2025, CleanCore Solutions, Inc. (the "Company") entered into an asset management agreement (the "Asset Management Agreement") with Dogecoin Ventures, Inc., a wholly-owned subsidiary of House of Doge Inc. (the "Asset Manager" or "DCV")), and 21Shares US LLC ("21Shares"), pursuant to which the Company appointed the Asset Manager to provide discretionary asset management services and appointed 21Shares to provide non-discretionary recommendations to the Asset Manager.

On March 9, 2026, the Company, the Asset Manager and 21 Shares entered into an Agreement of Termination and Release (the "AMA Termination Agreement"), whereby the termination of the Asset Management Agreement was effected. Pursuant to the AMA Termination Agreement, the Company agreed to transfer an aggregate amount of 70,000,000 Dogecoin tokens as follows: (i) 61,250,000 Dogecoin tokens to DCV and (ii) 8,750,000 Dogecoin tokens to 21Shares. Additionally, the parties thereto have entered into a release of the obligations under the Asset Management Agreement, and that certain Strategic Advisor Agreement dated September 5, 2025 by and between the Company and DCV, other than certain enumerated provisions that survive termination of such agreement.

The foregoing summary of the terms and conditions of the Asset Management Agreement and the AMA Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Asset Management Agreement and the AMA Termination Agreement attached as an exhibit hereto, which is incorporated herein by reference.

Termination of Consulting Agreement

As previously disclosed in the 8-K, on September 5, 2025, the Company entered into an executive consulting agreement (the "Consulting Agreement") with Marco Margiotta, pursuant to which Mr. Margiotta agreed to serve as Chief Investment Officer of the Company, as an independent contractor.

On March 4, 2026, the Company and Mr. Margiotta entered into an Agreement of Termination and Release (the "Consulting Agreement Termination Agreement"), whereby the termination of the Consulting Agreement was effected. Pursuant to the Consulting Agreement Termination Agreement, the Company agreed to pay to Mr. Margiotta $500,000 cash. Additionally, the parties thereto have entered into a release of the obligations under the Consulting Agreement.

The foregoing summary of the terms and conditions of the Consulting Agreement and the Consulting Agreement Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Consulting Agreement and the Consulting Agreement Termination Agreement attached as an exhibit hereto, which is incorporated herein by reference.

Cleancore Solutions Inc. published this content on March 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 10, 2026 at 20:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]