10-Q/A: CleanCore Solutions Reports Q3 2026 Results, Faces Going Concern Uncertainty
Quarterly Report Amendment
CleanCore Solutions, Inc. filed an amended quarterly report for the period ended March 31, 2026, detailing significant operational losses, a substantial increase in general and administrative expenses, and ongoing concerns about its ability to continue as a going concern.
Summary
- CleanCore Solutions, Inc. has filed an amended quarterly report (10-Q/A) for the period ending March 31, 2026.
- The company reported a net loss of $37.3 million for the three months ended March 31, 2026, compared to a net loss of $0.8 million in the same period last year.
- For the nine months ended March 31, 2026, the net loss was $155.0 million, a significant increase from $2.7 million in the prior year period.
- Revenue for the three months ended March 31, 2026, was $0.54 million, a slight decrease from $0.56 million in the prior year.
- Revenue for the nine months ended March 31, 2026, increased to $2.52 million from $1.18 million in the prior year, driven by a new customer.
- Cost of sales increased significantly, leading to a gross loss of $0.42 million for the quarter, compared to a gross profit of $0.31 million in the prior year.
- General and administrative expenses surged by over 1,800% to $18.4 million for the quarter and by over 1,500% to $48.3 million for the nine-month period, largely due to increased professional and consulting fees.
- The company's digital asset treasury strategy, focused on Dogecoin, resulted in a significant change in fair value loss of $18.4 million for the quarter and $107.1 million for the nine-month period.
- As of March 31, 2026, the company had $17.1 million in cash and cash equivalents.
- Management has identified substantial doubt about the company's ability to continue as a going concern, citing ongoing losses and negative cash flows, and dependence on future capital raises.
- A restatement was made due to an error in recording the transfer of Dogecoin for professional services, which overstated digital assets and understated general and administrative expenses.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as highly negative due to significant financial losses, a going concern warning, and a substantial increase in operating expenses, compounded by the risks associated with its digital asset strategy.
Positives
- Revenue for the nine months ended March 31, 2026, increased by 113.6% to $2.52 million, primarily due to a new customer contributing $872,214.
- The company has $17.1 million in cash and cash equivalents as of March 31, 2026, providing some short-term liquidity.
- The company is expanding its distributor network and improving production processes for its cleaning solutions.
- International revenue saw an increase, with $0.27 million generated in the three months ended March 31, 2026, compared to zero in the prior year period.
Negatives
- The company reported a net loss of $37.3 million for the three months ended March 31, 2026, and $155.0 million for the nine months ended March 31, 2026.
- Gross profit turned into a loss of $0.42 million for the quarter, a significant decline from a profit of $0.31 million in the prior year, due to a substantial increase in the cost of sales.
- General and administrative expenses increased dramatically by 1,800% to $18.4 million for the quarter and 1,587% to $48.3 million for the nine-month period.
- The company's digital asset strategy resulted in a substantial unrealized loss of $67.8 million on Dogecoin holdings as of March 31, 2026, and a $107.1 million change in fair value loss for the nine-month period.
- Management has expressed substantial doubt about the company's ability to continue as a going concern.
- The company experienced a material weakness in internal control over financial reporting, leading to a restatement of previously issued financial statements.
- Cost of sales as a percentage of revenue increased significantly to 177.11% for the quarter and 66.42% for the nine months, indicating rising production costs relative to revenue.
Risks
- Substantial doubt exists regarding the company's ability to continue as a going concern due to persistent operating losses and negative cash flows.
- The company is dependent on raising additional capital through equity and/or debt financing to fund its business plan.
- Future equity issuances may lead to significant dilution for existing stockholders.
- The company's digital asset treasury strategy exposes it to significant price volatility of Dogecoin and other digital asset-related risks.
- A material weakness in internal controls over financial reporting could lead to future inaccuracies in financial reporting and potential non-compliance with filing requirements.
- The company faces significant competition in the cleaning solutions industry.
- The company's success is dependent on key personnel and its ability to attract and retain talent.
Future Outlook
Management believes that currently available resources will not be sufficient to fund planned expenditures over the next 12 months, indicating a substantial doubt about the company's ability to continue as a going concern. The company will be dependent on raising additional capital through equity and/or debt financing. Future equity issuances may result in dilution for existing stockholders.
Management Comments
- Management is required to perform a two-step analysis over the Company's ability to continue as a going concern.
- Management believes that currently available resources will not be sufficient to fund the Company's planned expenditures over the next 12 months.
- 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.
- The Company will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement its business plan and generate sufficient revenue in excess of costs.
- Despite these offerings, management believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months.
Industry Context
StockSavvy.ai notes that CleanCore Solutions' dual focus on cleaning products and a digital asset treasury strategy, specifically Dogecoin, is a highly unusual and high-risk approach. The significant losses and going concern warnings in the cleaning products segment, coupled with the extreme volatility and regulatory uncertainty surrounding digital assets, present a challenging financial landscape.
Comparison to Industry Standards
- Traditional cleaning product companies typically do not engage in digital asset treasury strategies, making direct comparison difficult.
- The significant increase in General and Administrative expenses as a percentage of revenue (3,383.86% for the quarter) is far outside typical industry norms for established companies, suggesting high operational costs or significant investment in non-revenue generating activities.
- The gross loss reported for the quarter (-77.11% of revenue) is highly atypical for a manufacturing or product-based company, indicating severe issues with cost of goods sold or pricing strategy.
- Companies in the cleaning solutions sector generally aim for positive gross margins and focus on scaling revenue through product sales and distribution, unlike CleanCore's significant allocation of resources to a volatile digital asset.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Tyler Hassen | 2026-03-16 |
Legal Proceedings
- The company is currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition, or operating results.
Related Party Transactions
- Loan agreement for $1,000,000 with a company advised by a significant shareholder, Devlin DeFrancesco.
- Consulting agreement with Birddog Capital, LLC, owned by former CEO Clayton Adams, with a monthly fee of $22,000 and deferred expenses.
- Purchase of inventory from Nebraska C. Ozone, LLC, owned by a significant stockholder at the time, Lisa Roskens.
- Revolving credit note with Clayton Adams for up to $500,000, with no advances made as of March 31, 2026.
- Promissory note issued to Gary Hollst, Chief Revenue Officer, which was converted into common stock.
- Promissory note issued to Clayton Adams with a 20% original issue discount, partially assigned to Travis Buchanan, President.
- Promissory note issued to Travis Buchanan, President, as part of a private placement.
- Unsecured promissory note issued by CleanCore Global to CleanCore US for $475,000, eliminated in consolidation.
- Option agreement with Clayton Adams granting him the right to direct a spin-off or acquire the Legacy Business.
Stakeholder Impact
- Shareholders may experience significant dilution if additional equity capital is raised.
- Shareholders are exposed to the high volatility and risk associated with the company's Dogecoin holdings.
- Creditors and debt holders face increased risk due to the company's going concern uncertainty and dependence on future financing.
- Employees may be impacted by the company's financial instability and potential need for further restructuring.
Next Steps
- The company will continue to implement remedial procedures to address material weaknesses in internal control over financial reporting.
- The company will seek to raise additional capital through equity and/or debt financing.
- The company will continue to develop and produce cleaning products and solutions.
- The company will manage its digital asset treasury, despite the termination of asset management agreements.
Key Dates
| Date | Description |
|---|---|
| 2022-08-23 | CC Acquisition Corp. was incorporated in Nevada. |
| 2022-10-17 | Asset purchase agreement entered into by CC Acquisition Corp. with CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC. |
| 2022-11-21 | CC Acquisition Corp. changed its name to CleanCore Solutions, Inc. |
| 2023-07-27 | Company agreed to purchase inventory from Nebraska C. Ozone, LLC. |
| 2024-03-26 | Company entered into a loan agreement with Clayton Adams. |
| 2025-01-29 | CleanCore established CleanCore Global Limited in Ireland. |
| 2025-04-15 | Company completed the acquisition of specified assets of Sanzonate Europe Ltd. |
| 2025-04-16 | Company entered into subscription agreements for promissory notes and warrants. |
| 2025-06-06 | Company entered into a subscription agreement for a promissory note and warrant. |
| 2025-06-11 | Company and Birddog entered into an amendment to the consulting agreement. |
| 2025-07-01 | Grant of a restricted stock award under the 2022 Plan for 30,000 shares. |
| 2025-07-21 | Grant of a restricted stock unit award under the 2022 Plan for 100,000 shares. |
| 2025-08-20 | Company issued 375,000 shares of common stock pursuant to a settlement agreement. |
| 2025-08-21 | Grant of a restricted stock award under the 2022 Plan for 725,000 shares. |
| 2025-08-26 | Company and Sanzonate entered into a conversion agreement. |
| 2025-08-27 | Company and Burlington entered into a conversion agreement. |
| 2025-08-27 | Company issued 200,000 shares of common stock to a service provider. |
| 2025-08-29 | Company entered into an amended and restated sales agreement. |
| 2025-08-29 | Company issued 90,172 shares of common stock upon cashless exercise of stock options. |
| 2025-09-05 | Company adopted a digital asset treasury strategy focused on Dogecoin. |
| 2025-09-05 | Company completed an offering of pre-funded warrants. |
| 2025-09-05 | Company entered into an Executive Employment Agreement with Clayton Adams. |
| 2025-09-05 | Company issued warrants to Maxim Group LLC and Curvature Securities LLC. |
| 2025-09-05 | Company issued warrants to the Asset Manager. |
| 2025-09-05 | All remaining Class A common stock shares converted into common stock. |
| 2025-09-09 | Grant of restricted stock awards under the 2022 Plan. |
| 2025-09-23 | 163,805,420 pre-funded warrants exercised. |
| 2025-10-06 | Grant of a restricted stock unit award under the 2022 Plan. |
| 2025-10-13 | Company filed Amended and Restated Articles of Incorporation. |
| 2025-10-13 | Company issued 4,999,750 shares of common stock upon cashless exercise of a pre-funded warrant. |
| 2025-10-13 | Grant of restricted stock awards under the 2022 Plan. |
| 2025-10-20 | Grant of restricted stock awards under the 2022 Plan. |
| 2025-11-17 | Company entered into a strategic advisor agreement with Dogecoin Ventures LLC. |
| 2025-11-17 | Grant of a restricted stock award under the 2022 Plan. |
| 2025-12-31 | Stockholders surrendered shares of common stock for cancellation. |
| 2026-01-15 | Final monthly payment made for strategic advisor agreement. |
| 2026-02-05 | Final monthly payment made for asset management agreement. |
| 2026-02-10 | Shares of common stock reissued to stockholders. |
| 2026-02-27 | Asset management and strategic advisor agreements terminated. |
| 2026-03-16 | Tyler Hassen appointed as Chief Executive Officer. |
| 2026-03-31 | Period end date for the unaudited condensed consolidated financial statements. |
| 2026-04-01 | Company issued shares of common stock upon vesting of restricted stock units. |
| 2026-04-05 | Company issued shares of common stock upon vesting of restricted stock units. |
| 2026-05-02 | Amendments to promissory notes with Mr. Adams and Mr. Buchanan. |
| 2026-05-05 | Company issued shares of common stock upon vesting of restricted stock units. |
| 2026-05-11 | Company filed Original Filing Form 10-Q for the period ended March 31, 2026. |
| 2026-05-18 | Date of the amended Form 10-Q/A filing. |
Recommendation
sellThe company exhibits severe financial distress, including substantial net losses, a gross loss for the quarter, a dramatic increase in operating expenses, and explicit statements of substantial doubt regarding its ability to continue as a going concern. The significant risks associated with its digital asset strategy, coupled with a restatement due to internal control weaknesses, present a highly unfavorable investment profile. The dependence on future capital raises, which will likely result in dilution, further exacerbates the risk.
Keywords
CleanCore Solutions, 10-Q/A, Quarterly Report, Financial Statements, Net Loss, Going Concern, Digital Assets, Dogecoin, Restatement, General and Administrative Expenses, Cash Flow, SEC Filing
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