CleanCore (NYSE: ZONE) to restate Q3 2026 results after 70M Dogecoin error

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CleanCore Solutions, Inc. is warning that investors should no longer rely on its previously issued unaudited financial statements for the quarter ended March 31, 2026. The company found an error tied to cancelling an asset management agreement that involved a non-cash transfer of 70,000,000 Dogecoins that was never recorded or independently verified.

This mistake caused digital assets to be overstated and both net loss and general and administrative expenses to be understated. Management concluded there was a material weakness in internal control over financial reporting related to its Digital Asset Reconciliation Control and is updating reconciliation procedures, close checklists, and adding secondary reviews for digital asset transfers over $100,000. CleanCore plans to file an amended Form 10-Q to restate the quarter’s financials.

Positive

None.

Negative

Material weakness and restatement: The company’s Q3 2026 unaudited financials are no longer reliable due to an unrecorded 70,000,000 Dogecoin transfer, leading to overstated digital assets and understated expenses, and management has concluded a material weakness in internal control over financial reporting.

Insights

CleanCore flags a material control weakness and will restate a recent quarter.

CleanCore Solutions has determined its March 2026 quarterly financials are unreliable after missing a non-cash transfer of 70,000,000 Dogecoins when cancelling an asset management agreement. This error inflated reported digital assets and understated both net loss and general and administrative expenses.

Management linked the problem to a flawed Digital Asset Reconciliation Control, which reconciled against a static sub-ledger instead of independent custodial data. They also identified gaps in how asset-bearing contract terminations were communicated to Accounting.

Planned fixes include reconciling to actual custodial statements with time-stamped wallet balances, adding a month-end checklist sign-off, and requiring secondary review for any digital asset transfer above $100,000. The company will file a Form 10-Q/A restating the quarter; the ultimate impact depends on the revised figures and the auditor’s review.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

Key Figures

Unrecorded digital asset transfer: 70,000,000 Dogecoins Quarter affected: Quarter ended March 31, 2026 Digital asset transfer review threshold: $100,000 +2 more

5 metrics

Unrecorded digital asset transfer 70,000,000 Dogecoins Non-cash transfer tied to asset management agreement cancellation

Quarter affected Quarter ended March 31, 2026 Previously issued unaudited condensed consolidated financials to be restated

Digital asset transfer review threshold $100,000 Secondary review required for any digital asset transfer above this amount

Q3 2026 10-Q filing date May 11, 2026 Original filing date of the now-unreliable quarterly report

Non-reliance decision date May 18, 2026 Audit Committee concluded financials should not be relied upon

Key Terms

material weakness, digital assets, internal control over financial reporting, disclosure controls and procedures, +2 more

6 terms

material weakness financial

"has concluded that a material weakness existed in internal control over financial reporting as of March 31, 2026"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

digital assets financial

"As a result, the Company’s digital assets were overstated, while net loss and general and administrative expenses were understated."

Digital assets are electronic files or representations of value stored electronically, such as cryptocurrencies, digital tokens, or digital art. They matter to investors because they can be bought, sold, and used for transactions much like physical assets, but exist entirely in digital form, offering new opportunities for investment and financial innovation.

internal control over financial reporting financial

"a material weakness existed in internal control over financial reporting as of March 31, 2026"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

disclosure controls and procedures financial

"Management has evaluated the effect of the error and restatement on the Company’s disclosure controls and procedures and internal control over financial reporting"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

Digital Asset Reconciliation Control financial

"related to the Company’s Digital Asset Reconciliation Control. Specifically, the control failed to identify a discrepancy"

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Understanding 8-K Material Events →

05/18/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

CLEANCORE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-42033		88-4042082
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5920 S. 118th Circle, Omaha, NE		68137
(Address of principal executive offices)		(Zip Code)

	(877) 860-3030
	(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per share		ZONE		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On May 18, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of CleanCore Solutions, Inc. (the “Company”), after discussion with management, and after consultation with the Company’s independent registered public accounting firm, TAAD, LLP (“TAAD”), concluded that the Company’s previously issued unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2026 (the “Q3 2026 10-Q”), should no longer be relied upon and should be restated.

The determination results from the Company’s identification of an error related to the Company’s cancellation of an asset management agreement, which resulted in the non-cash transfer of 70,000,000 Dogecoins, not having been recorded in the Company’s accounting system, and not having been verified against an independent source during reconciling. As a result, the Company’s digital assets were overstated, while net loss and general and administrative expenses were understated.

Management has evaluated the effect of the error and restatement on the Company’s disclosure controls and procedures and internal control over financial reporting and has concluded that a material weakness existed in internal control over financial reporting as of March 31, 2026, related to the Company’s Digital Asset Reconciliation Control. Specifically, the control failed to identify a discrepancy between the internal asset holding worksheet and the actual assets held in corporate wallets because the reconciliation was performed against a static sub-ledger rather than being verified against independent source data. Management is implementing remedial measures, including: (i) updating the Digital Asset Reconciliation Control to ensure that reconciliations check recorded balances against actual custodial statements with time-stamped proof of wallet balances; (ii) amending the month-end close checklist to require formal sign-off certifying that all asset-bearing contract terminations have been disclosed to Accounting; and (iii) implementing a secondary review for any transfer of digital assets exceeding $100,000 to ensure immediate derecognition in the general ledger.

The Company intends to file an amendment to the Q3 2026 10-Q (a “Form 10-Q/A”) to include restated unaudited condensed consolidated financial statements and related disclosures for the quarter ended March 31, 2026.

As required by Item 4.02 of Form 8-K, the Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report with TAAD, the Company’s independent registered public accounting firm.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected impact of the error and restatement; the timing, form, and scope of any amended or future SEC filings; the expected conclusions regarding disclosure controls and procedures and internal control over financial reporting; and the Company’s remediation plans. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, including the discovery of additional information during the preparation of the restated financial statements or in connection with review procedures by the Company’s independent registered public accounting firm, as well as the risk factors described in the Company’s SEC filings. Actual results may differ materially from those indicated by these forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 18, 2026	CLEANCORE SOLUTIONS, INC.

	/s/ Tyler Hassen
	Name:	Tyler Hassen
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did CleanCore Solutions (ZONE) disclose in this 8-K filing?

CleanCore Solutions disclosed that its unaudited financial statements for the quarter ended March 31, 2026 should no longer be relied upon. An unrecorded 70,000,000 Dogecoin transfer caused overstated digital assets and understated expenses, prompting a restatement and identification of a material control weakness.

Why is CleanCore Solutions restating its Q3 2026 financial statements?

CleanCore is restating Q3 2026 results because a non-cash transfer of 70,000,000 Dogecoins tied to cancelling an asset management agreement was never recorded or independently verified. This error overstated digital assets and understated net loss and general and administrative expenses for the quarter.

What material weakness did CleanCore Solutions (ZONE) identify?

CleanCore identified a material weakness in internal control over financial reporting related to its Digital Asset Reconciliation Control. The control reconciled against a static sub-ledger instead of independent custodial data, failing to detect the missing 70,000,000 Dogecoin transfer and leading to misstated financial information.

How is CleanCore Solutions addressing its digital asset control issues?

CleanCore plans to update its Digital Asset Reconciliation Control to use time-stamped custodial statements, amend the month-end close checklist with formal sign-offs, and add a secondary review for digital asset transfers above $100,000. These steps aim to prevent future misstatements involving digital assets.

What amended filing will CleanCore Solutions (ZONE) submit after this error?

CleanCore intends to file an amended Form 10-Q, labeled Form 10-Q/A, for the quarter ended March 31, 2026. This amendment will include restated unaudited condensed consolidated financial statements and related disclosures to correct the Dogecoin-related misstatement and reflect updated control conclusions.

How did the Dogecoin error affect CleanCore’s reported results?

The unrecorded transfer of 70,000,000 Dogecoins caused CleanCore’s digital assets to be overstated, while net loss and general and administrative expenses were understated. The exact financial impact will appear in the forthcoming amended Form 10-Q once the restated figures and related disclosures are completed.

Filing Exhibits & Attachments

3 documents