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Zone Frontier Inc. (ZONE) Form 8-K — Oct 14, 2026

$ZONEForm 8-KItems 1.01, 1.02, 2.01, 7.01, 9.01Filed Oct 14, 2026, 5:27 PM ET0001213900-26-109483Original filing

Zone Frontier Inc. (NYSE American: ZONE) completed the sale of its legacy aqueous ozone cleaning products business, including Irish subsidiary CleanCore Global Limited, to Sanzonate Holdings LLC for a $3.35 million secured promissory note at 6% interest, up to $2.25 million in earnouts, and a 5% equity stake in the buyer. The sale closed on October 7, 2026 and was signed and closed simultaneously. The buyer is controlled by Clayton Adams, a current Zone Frontier board member and former CEO, making this a related-party transaction.

Key figures

Earnout Up To
2250000
Total Assets
52507592
Cash Position
15435213
Pro Forma Cash
14597791
Gross Proceeds
$3.35M secured promissory note (non-cash)
Purchase Price
3350000
Gain on sale
885579
Legacy fy26 loss
$18 million
Additional equity
2% more if buyer finances at $25M pre-money valuation
Note installments
["$300,000 at 6 months","$850,000 at 12 months","$2,200,000 at 18 months"]
Texas jv interest
99% capital interest
Buyer equity received
5% membership interest in Sanzonate Holdings LLC
Minnesota jv interest
79% membership interest
Texas campus capacity
initial 200 MW, potential >500 MW
Cash transferred to buyer
~$844,000
Treasury segment fy26 loss
$156 million
Annual cash burn eliminated
~$3M
Fairness valuation of business
$1.72M (Newbridge Securities)
Digital assets held june 30 2026
33480376

AI analysis

Red flags6 · Pro

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