DEF: CleanCore Solutions Sets 2025 Annual Meeting Agenda
Proxy Statement
CleanCore Solutions, Inc. announces its 2025 Annual Meeting of Stockholders to be held virtually on December 17, 2025, to vote on director elections and auditor ratification.
Summary
- The 2025 Annual Meeting of Stockholders will be held virtually on December 17, 2025, at 3:00 p.m. Eastern Time.
- Stockholders will vote on two main proposals: the election of five director nominees and the ratification of TAAD, LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026.
- The Record Date for stockholders entitled to vote at the Annual Meeting was October 27, 2025.
- As of the Record Date, there were 201,258,472 shares of common stock outstanding, with each share entitled to one vote.
- The board of directors unanimously recommends a vote FOR each director nominee and FOR the ratification of TAAD, LLP.
- Executive compensation for fiscal year 2025 included $2,139,000 for CEO Clayton Adams, $284,917 for CFO David Enholm, and $414,576 for CRO Gary Hollst.
- The company has entered into an asset management agreement with Dogecoin Ventures, Inc. and 21Shares US LLC to manage its treasury assets, with fees ranging from 1.5% to 2% annually based on account value.
Sentiment
Score: 6
Explanation: The filing is a standard proxy statement, providing routine corporate governance and compensation details. The strategic focus on digital assets, while not fully elaborated in terms of financial impact, suggests a forward-looking approach. The transparency regarding related party transactions and the structured governance framework are positive, though the late Section 16(a) reports are a minor administrative negative. Overall, it presents a neutral to slightly positive outlook due to governance and strategic direction, without significant new financial performance data.
Positives
- The board has adopted Corporate Governance Guidelines to ensure independent review of operations and alignment with stockholder interests.
- A separate Chairman of the Board, Alexander Benjamin Spiro, has been appointed, providing a balance to the Chief Executive Officer's role.
- The board actively oversees critical business risks, delegating much of the work to established audit, compensation, and nominating and corporate governance committees.
- All members of the audit, compensation, and nominating and corporate governance committees are independent directors, enhancing oversight and accountability.
- Peter Frei has been determined to be an audit committee financial expert, meeting SEC and NYSE American requirements.
- The company has adopted a code of business conduct and ethics and an insider trading policy, promoting ethical conduct and preventing misuse of confidential information.
- The 2022 Equity Incentive Plan provides a framework for attracting, retaining, and rewarding employees, consultants, and directors, with an automatic annual increase in available shares.
Negatives
- Section 16(a) reports for Travis Buchanan, Clayton Adams, and Gary Hollst were filed late due to administrative oversight.
Risks
- The board recognizes that it is neither possible nor prudent to eliminate all risk, and purposeful and appropriate risk-taking is essential for the company to be competitive and achieve its objectives.
Future Outlook
The company plans to hold its 2025 Annual Meeting of Stockholders virtually on December 17, 2025, to address the election of five directors and the ratification of TAAD, LLP as its independent registered public accounting firm for the fiscal year ending June 30, 2026. The CEO's new employment agreement includes potential bonuses tied to maintaining a digital asset treasury strategy and achieving a $100 million digital asset treasury. The 2022 Equity Incentive Plan is designed to automatically increase available shares for issuance by 5% annually, supporting future equity-based compensation. A multiyear advisory and asset-management program has been established with Dogecoin Ventures, Inc. and 21Shares US LLC to manage the company's treasury assets, indicating a strategic focus on digital assets.
Management Comments
- "Thank you for your ongoing support."
- "It is important that your shares be represented and voted at the Annual Meeting."
- "Thank you for your continued support, interest and investment in the Company."
Industry Context
The company's strategic engagement in a 'digital asset treasury strategy' and the appointment of key executives and directors with backgrounds in Dogecoin and financial technology (e.g., Marco Margiotta as CIO and CEO of House of Doge Inc., Tim Stebbing as Director and CTO of House of Doge Inc. and Director of Product for Dogecoin Foundation) suggest a significant pivot or expansion into the cryptocurrency and digital asset sector. This move aligns with a broader trend of companies exploring digital assets for treasury management and investment, positioning CleanCore Solutions within an evolving financial landscape that integrates traditional corporate finance with emerging digital economies.
Comparison to Industry Standards
- The filing does not provide specific comparisons to industry benchmarks or the results of comparable companies or projects. It focuses on internal corporate governance, executive compensation, and related party disclosures.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer and Director | NA | Clayton Adams | June 7, 2024 | Appointment to CEO role, previously served as President, CFO, and Director. |
| Chief Financial Officer and Director | NA | David Enholm | March 2023 (CFO), July 2023 (Director) | Appointment to CFO and subsequently to the board of directors. |
| President | NA | Travis Buchanan | January 2025 | Appointment. |
| Chief Revenue Officer | NA | Gary Hollst | November 2022 | Appointment. |
| Chief Investment Officer | NA | Marco Margiotta | September 5, 2025 | Appointment. |
| Chairman of the Board of Directors | NA | Alexander Benjamin Spiro | September 2025 | Appointment. |
| Director | Brent Cox | NA | August 29, 2025 | Resignation. |
| Director | Larry Goldman | NA | March 14, 2025 | Resignation. |
| Director | James M. Grisham | NA | June 5, 2025 | Served until this date. |
| Director | NA | Peter Frei | June 5, 2025 | Election to the board of directors. |
| Director | NA | Tim Stebbing | September 2025 | Appointment, designated by House of Doge Inc. pursuant to securities purchase agreements. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Guidelines Adoption | The board of directors adopted Corporate Governance Guidelines to ensure independent review of business operations and alignment with stockholder interests. | NA | Enhances board oversight, accountability, and transparency in governance practices. |
| Board Independence | All directors, except the CEO (Clayton Adams) and CFO (David Enholm), qualify as independent directors in accordance with NYSE American rules. | NA | Promotes objective decision-making and reduces potential conflicts of interest within the board. |
| Leadership Structure | The company maintains a separate Chairman of the Board (Alexander Benjamin Spiro) from the Chief Executive Officer (Clayton Adams). | September 2025 (for Spiro's chairmanship) | Provides a balance to the CEO's role and strengthens independent oversight of management. |
| Risk Oversight | The board oversees critical business risks, with management responsible for risk management. This function is delegated to the audit, compensation, and nominating and corporate governance committees. | NA | Establishes a structured and comprehensive approach to identifying, evaluating, and managing company risks. |
| Committee Structure | The board has established three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each operating under approved charters and comprised of independent directors. | NA | Ensures specialized and independent oversight of key areas such as financial reporting, executive compensation, and board composition. |
| Code of Ethics | A code of business conduct and ethics has been adopted, applicable to all directors, officers, and employees, addressing honesty, conflicts of interest, and compliance. | NA | Promotes a culture of ethical conduct and compliance with legal and regulatory requirements across the organization. |
| Insider Trading Policy | An insider trading policy has been adopted, prohibiting trading on material non-public information, hedging, pledging, and short-selling company stock by directors, officers, and employees. | NA | Prevents the misuse of confidential information and aligns the interests of insiders with the long-term performance of the company. |
Legal Proceedings
- No directors or executive officers have been convicted in criminal proceedings, subject to bankruptcy petitions, or involved in significant court or regulatory orders related to business or securities laws in the past ten years.
- There are no material proceedings to which any director, officer, or affiliate is a party adverse to the company or its subsidiaries.
Related Party Transactions
- A short-term amount due to Clayton Adams (CEO) for operational expenses was $41,895 as of June 30, 2025, and $91,119 as of June 30, 2024.
- A revolving credit note for up to $500,000 was issued to Clayton Adams (CEO) on March 26, 2024, accruing 8% interest (13% on default), with no advances made as of June 30, 2025.
- A promissory note for $316,920 was issued to Gary Hollst (CRO) on December 24, 2024, later amended to $342,154.57 on May 2, 2025, accruing 8.5% interest and convertible at $1.12 per share. This note was converted into 307,701 shares of common stock on June 2, 2025.
- A promissory note for $415,241 was issued to Clayton Adams (CEO) on December 24, 2024. $125,000 of this note was assigned to Travis Buchanan (President) on January 27, 2025. The remaining $290,241.25 to Adams and the $125,000 to Buchanan accrued 8% interest (15% on default) and were repaid in full in September 2025.
- An asset management agreement was entered into on September 5, 2025, with Dogecoin Ventures, Inc. (a wholly-owned subsidiary of House of Doge Inc.) and 21Shares US LLC. Fees range from 1.5% to 2% annually on account value, payable in common stock, cash, or Dogecoin. Tim Stebbing (Director) is CTO of House of Doge Inc., and Marco Margiotta (CIO) is CEO of House of Doge Inc.
- Consulting agreements with Birddog Capital, LLC (owned by Clayton Adams) provided monthly fees ($6,000 then $22,000), deferred expenses, a $175,000 payment due by December 31, 2025, and a grant of 500,000 restricted stock units.
Stakeholder Impact
- **Shareholders**: Will participate in key governance decisions by voting on director elections and auditor ratification. Their interests are directly impacted by executive compensation structures, potential dilution from equity incentive plans, and the financial implications of related party transactions and the digital asset treasury strategy.
- **Employees**: Benefit from the 2022 Equity Incentive Plan, which provides various types of awards to attract, retain, and motivate them. Executive employment agreements detail compensation and severance terms.
- **Customers/Suppliers**: No direct impact is detailed in this governance-focused filing, but the company's overall financial health and strategic direction (e.g., digital asset management) could indirectly affect its operational stability and future business relationships.
- **Management**: Executive officers' compensation, employment terms, and equity awards are clearly outlined, providing transparency on their incentives and potential benefits. The board's risk oversight and corporate governance structures provide a framework for their operational decisions.
Next Steps
- Stockholders are urged to vote on the election of five director nominees and the ratification of TAAD, LLP as the independent registered public accounting firm.
- The 2025 Annual Meeting of Stockholders will be held virtually on December 17, 2025.
- The company will file a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting to announce voting results.
- 3,250,000 shares of restricted stock will be granted to Clayton Adams under the 2022 Plan once a sufficient number of shares are available.
- A payment of $175,000 to Birddog Capital, LLC is expected between August 1, 2025, and December 31, 2025.
- The number of shares available for issuance under the 2022 Equity Incentive Plan will automatically increase by 5% of outstanding common stock on January 1 of each calendar year.
- Stockholder proposals for inclusion in the proxy statement for the next annual meeting must be submitted by July 1, 2026.
- Stockholder director nominations for the next annual meeting must be submitted between August 19, 2026, and September 18, 2026.
Key Dates
| Date | Description |
|---|---|
| March 2009 | Clayton Adams began serving as CEO of Carson Enterprises, Inc. |
| February 2019 | Clayton Adams successfully sold Carson Enterprises, Inc. |
| January 2020 | Clayton Adams began serving as Principal at Bird Dog Capital LLC. |
| March 2020 | David Enholm began serving as Interim Chief Financial Officer at Nelbud Services. |
| August 2021 | David Enholm ceased serving as Chief Financial Officer at Complete Nutrition. |
| September 2022 | David Enholm ceased working with Monroe Capital. |
| September 16, 2022 | Board of directors adopted the 2022 Equity Incentive Plan. |
| October 17, 2022 | Company entered into a consulting agreement with Birddog Capital, LLC (owned by Clayton Adams). |
| November 2022 | Gary Hollst began serving as Chief Revenue Officer. |
| November 18, 2022 | Stockholders approved the 2022 Equity Incentive Plan. |
| March 27, 2023 | Company entered into an employment agreement with David Enholm. |
| July 2023 | David Enholm was appointed to the board of directors. |
| January 4, 2024 | Board of directors and stockholders adopted Amendment No. 1 to the 2022 Plan. |
| March 26, 2024 | Company entered into a loan agreement with Clayton Adams for a revolving credit note. |
| April 1, 2024 | Company entered into a new consulting agreement with Birddog Capital, LLC. |
| June 7, 2024 | Clayton Adams began serving as Chief Executive Officer. |
| December 24, 2024 | Company issued a promissory note to Gary Hollst. |
| December 24, 2024 | Company issued a 20% original issue discount promissory note to Clayton Adams. |
| January 1, 2025 | Company entered into an employment agreement with Gary Hollst. |
| January 2, 2025 | Gary Hollst was granted 200,000 restricted stock units under the 2022 Plan. |
| January 2025 | Travis Buchanan began serving as President. |
| January 27, 2025 | Clayton Adams sold and assigned $125,000 of his promissory note to Travis Buchanan. |
| March 2025 | Tim Stebbing began serving as Chief Technology Officer of House of Doge Inc. |
| March 14, 2025 | Larry Goldman resigned as a director. |
| April 2025 | Marco Margiotta began serving as Chief Executive Officer of House of Doge Inc. |
| April 21, 2025 | Board of directors adopted Amendment No. 2 to the 2022 Plan. |
| May 1, 2025 | David Enholm's employment agreement was amended, decreasing his annual base salary. |
| May 2, 2025 | Gary Hollst's promissory note was amended and restated. |
| May 2, 2025 | Amendments were made to the promissory notes for Clayton Adams and Travis Buchanan, changing the maturity date. |
| May 6, 2025 | David Enholm was granted 90,000 restricted stock units under the 2022 Plan. |
| June 2, 2025 | Gary Hollst's amended and restated promissory note was converted into 307,701 shares of common stock. |
| June 5, 2025 | James M. Grisham ceased serving as a director. |
| June 5, 2025 | Peter Frei was elected to the board of directors and granted a stock option. |
| June 5, 2025 | Stockholders approved Amendment No. 2 to the 2022 Plan. |
| June 11, 2025 | Company and Birddog Capital, LLC entered into an amendment to their consulting agreement. |
| June 30, 2025 | End of the fiscal year for which financial data is presented. |
| August 29, 2025 | Brent Cox resigned as a director. |
| September 3, 2025 | Board of directors and stockholders adopted Amendment No. 3 to the 2022 Plan. |
| September 5, 2025 | Company entered into an employment agreement with Clayton Adams. |
| September 5, 2025 | Alexander Benjamin Spiro began serving as Chairman of the Board. |
| September 5, 2025 | Tim Stebbing began serving on the board of directors. |
| September 5, 2025 | Marco Margiotta began serving as Chief Investment Officer. |
| September 5, 2025 | Company entered into an asset management agreement with Dogecoin Ventures, Inc. and 21Shares US LLC. |
| September 2025 | Promissory notes to Clayton Adams and Travis Buchanan were repaid in full. |
| October 27, 2025 | Record Date for the 2025 Annual Meeting of Stockholders. |
| October 28, 2025 | Date of the Dear Fellow Stockholders letter and Notice of Annual Meeting. |
| October 29, 2025 | Proxy Statement was first sent or given to stockholders. |
| December 17, 2025 | Date of the 2025 Annual Meeting of Stockholders. |
| December 31, 2025 | Latest payment date for $175,000 to Birddog Capital, LLC. |
| May 31, 2026 | Due date for Gary Hollst's amended and restated promissory note. |
| June 30, 2026 | End of the fiscal year for which TAAD, LLP is appointed as independent auditor. |
| July 1, 2026 | Deadline for stockholder proposals to be included in the proxy statement for the next annual meeting (Rule 14a-8). |
| August 19, 2026 | Earliest date for stockholder director nominations for the next annual meeting. |
| September 14, 2026 | Deadline for stockholder proposals not seeking inclusion in the proxy statement for the next annual meeting (Rule 14a-4(c)(1)). |
| September 18, 2026 | Latest date for stockholder director nominations for the next annual meeting. |
Recommendation
holdThis filing is a routine definitive proxy statement for an annual meeting, primarily detailing corporate governance matters, director elections, auditor ratification, executive compensation, and related party transactions. It does not contain new financial performance data, significant operational updates, or unexpected strategic shifts that would fundamentally alter the investment thesis. While the company's strategic move into digital asset management is noted, its financial impact is not yet quantifiable from this document. The transparency in governance and compensation is positive, but the late Section 16(a) reports are a minor administrative concern. Given the lack of new material information that would drive a strong buy or sell decision, a 'hold' recommendation is appropriate, suggesting investors maintain their current position while awaiting further operational and financial disclosures.
Keywords
CleanCore Solutions, Proxy Statement, Annual Meeting, Corporate Governance, Board of Directors, Auditor Ratification, Executive Compensation, Related Party Transactions, Equity Incentive Plan, Digital Asset Treasury, Dogecoin Ventures, TAAD LLP, Clayton Adams, David Enholm, Travis Buchanan, Gary Hollst, Marco Margiotta, Alexander Benjamin Spiro, Peter Frei, Tim Stebbing
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.