SEATTLE, July 17, 2018 /PRNewswire/ -- ClearSign
Combustion Corporation (Nasdaq: CLIR) ("ClearSign" or the
"Company"), an emerging leader in industrial combustion
technologies that improve energy and operational efficiencies,
while dramatically reducing emissions, today announced it has
entered into a definitive agreement with an investment group,
clirSPV LLC ("clirSPV"), to raise gross proceeds of
$11.7 million in a private placement
of 5,213,543 common shares at a per-share price of $2.25.
The clirSPV is a single purpose vehicle formed and capitalized
by a small group of experienced high net-worth and single-family
office investors with the sole purpose to acquire a large equity
position in ClearSign and benefit from the stock's long-term
appreciation potential.
"After months of rigorous due diligence, we are convinced that
ClearSign is ideally positioned to command a meaningful share of
the global NOx emissions-control market with its patented,
independently-validated and best-in-class Duplex technology," said
Robert T. Hoffman Sr., Principal of
clirSPV and Managing Partner at Princeton Opportunity Management,
LLC. "We had the opportunity to speak with a number of combustion
and environmental regulatory experts, who helped us verify the
capabilities of Duplex and fully understand the competitive
landscape. We believe the market has completely misunderstood the
business model of ClearSign and its prospects. We believe that
ClearSign should not be viewed or valued as an 'industrial
supplier' with significant financial and human capital expenditures
in its future, but rather as an 'IP licensing' company that will be
able to grow both its top and bottom lines by partnering with
combustion manufacturing and servicing companies throughout the
globe."
Steve Pirnat, Chairman and CEO of
ClearSign said, "We are pleased to have been approached unsolicited
by this group for consideration and strategic investment. We
believe that the capital they're providing will allow us to execute
on the Company's growth plan without the distraction of future
capital raises. We look forward to focusing on our expanding
pipeline of commercial opportunities with new and existing
customers."
ClearSign anticipates using the net proceeds from the offering
to accelerate penetration of its technologies into target verticals
in domestic and international markets, continue its product
development efforts and for general and administrative
purposes.
"We believe that ClearSign's technologies and intellectual
property are capable of touching billions of dollars in Total
Addressable Market. Combined with the Company's business model and
our ability to buy a large number of shares at what we believe is
an extremely attractive entry price, ClearSign represents one of
the most compelling investment opportunities I have been involved
with in my decades-long investing career," said Hoffman.
The offering is expected to close on or about July 20, 2018, subject to the satisfaction of
customary closing conditions. Following the offering, clirSPV will
own approximately 19.9% of the Company's common stock, the maximum
allowable amount under Nasdaq Stock Market Rules, including Rule
5635(d), without requiring shareholder approval. Details of the
offering will be included in a Current Report on Form 8-K filed
with the Securities and Exchange Commission.
About ClearSign Combustion Corporation
ClearSign Combustion Corporation designs and develops products
and technologies for the purpose of improving key performance
characteristics of combustion systems, including emissions and
operational performance, energy efficiency and overall
cost-effectiveness. Our patented Duplex™, Duplex Plug & Play™
and Electrodynamic Combustion Control™ platform technologies
enhance the performance of combustion systems in a broad range of
markets, including the energy (upstream oil production and
down-stream refining), commercial/industrial boiler, chemical,
petrochemical, and power industries. For more information, please
visit www.clearsign.com.
About clirSPV LLC
Led by veteran investor Robert T.
Hoffman Sr. the SPV counts as its members successful Private
Equity and other career investors; the Chairmen of two Fortune 1000
companies and other High Net Worth individuals with a combined net
worth in the billions of dollars.
Cautionary note on forward-looking statements
All statements in this press release that are not based on
historical fact are "forward-looking statements." You can find many
(but not all) of these statements by looking for words such as
"approximates," "believes," "hopes," "expects," "anticipates,"
"estimates," "projects," "intends," "plans," "would," "should,"
"could," "may," "will" or other similar expressions. While
management has based any forward-looking statements included in
this press release on its current expectations, the information on
which such expectations were based may change. These
forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of risks,
uncertainties and other factors, many of which are outside of our
control, which could cause actual results to materially differ from
such statements. Such risks, uncertainties and other factors
include, but are not limited to, general business and economic
conditions, the performance of management and our employees, our
ability to obtain financing, competition, whether our technology
will be accepted and other factors identified in our Annual Report
on Form 10-K filed with the Securities & Exchange Commission
and available at www.sec.gov and other factors that are to be
detailed in our periodic and current reports available for review
at www.sec.gov. Furthermore, we operate in a competitive
environment where new and unanticipated risks may arise.
Accordingly, investors should not place any reliance on
forward-looking statements as a prediction of actual results. We
disclaim any intention to, and undertake no obligation to, update
or revise forward-looking statements to reflect events or
circumstances that subsequently occur or of which we hereafter
become aware.
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SOURCE ClearSign Combustion Corporation