As filed with the U.S. Securities and Exchange
Commission on August 11, 2023
Registration Statement No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
CLEARSIGN
TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware |
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26-2056298 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
| Delaware |
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8023 East 63rd Place, Suite
101
Tulsa, Oklahoma 74133
(206) 673-4848
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Colin James Deller
Chief Executive Officer
ClearSign Technologies Corporation
8023 East 63rd Place, Suite
101
Tulsa, Oklahoma 74133
(206) 673-4848
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
Blake Baron, Esq.
Mitchell Silberberg & Knupp LLP
437 Madison Avenue, 25th Floor
New York, New York 10022
Telephone: (212) 509-3900 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
|
Accelerated filer ¨ |
| Non-accelerated filer x |
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Smaller reporting company x
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 7(a)(2)(B) of the Securities Act. ¨
The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus
is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor is it soliciting an offer
to buy these securities in any jurisdiction where such offer or sale is not permitted.
| PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION |
DATED AUGUST 11, 2023 |
2,246,019 shares of common stock
This prospectus relates to
the offer and sale from time to time by the selling stockholder named in this prospectus (the “Selling Stockholder”) of up
to 2,246,019 shares (the “Shares”) of common stock, par value $0.0001 per share, of ClearSign Technologies Corporation, a
Delaware corporation (the “Company,” “we,” “us” or “our”), issued to clirSPV LLC (the
“SPV”).
We are registering the Shares
for resale to fulfill our contractual obligation under a Registration Rights Agreement we executed in connection with the purchase, by
the Selling Stockholder, of shares of our Common Stock pursuant to a Stock Purchase Agreement dated July 12, 2018 and described in the
section of this prospectus titled “Selling Stockholder.”
The registration of the Shares
covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the Shares. The Selling Stockholder may
offer, sell or distribute all or a portion of their Shares in a number of different ways and at varying prices, including publicly or
through private transactions at prevailing market prices or at negotiated prices.
The Selling Stockholder may
sell the Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions
or commissions from the Selling Stockholder, the purchasers of the Shares, or both. We will not receive any proceeds from the sale of
Shares by the Selling Stockholder pursuant to this prospectus. We provide more information about how the Selling Stockholder may sell
the shares in the section entitled “Plan of Distribution.”
We will pay the expenses of
registering the Shares offered by this prospectus. Our common stock is listed on The Nasdaq Stock Market (“Nasdaq”) under
the symbol “CLIR.” On August 10, 2023, the closing price of our common stock was $1.05 per share.
The purchase of the common
stock offered through this prospectus involves a high degree of risk. You should carefully consider the risk factors beginning on page
9 of this prospectus, and our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, as
well as in any of our subsequent filings with the Securities and Exchange Commission (“SEC”), before purchasing any of the
securities offered by this prospectus.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments
or supplements carefully before you make your investment decision.
Neither the SEC nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In
this prospectus, unless otherwise stated or the context otherwise requires, the terms “ClearSign,” “we,” “us,”
“our” and the “Company” refer to ClearSign Technologies Corporation and its subsidiary, ClearSign Asia Limited.
This prospectus is part of
a registration statement on Form S-3 that we filed with the SEC using the “shelf” registration process. Under this shelf registration
process, the Selling Stockholder may, from time to time, sell the securities offered by them described in this prospectus. We will not
receive any proceeds from the sale by the Selling Stockholder of the securities offered by them described in this prospectus.
You should rely only on the
information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable
prospectus supplement. Neither we nor the Selling Stockholder has authorized anyone to provide you with any information or to make
any representations other than those contained in this prospectus, or any applicable prospectus supplement or any free writing prospectuses
prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholder takes responsibility for,
and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling
Stockholder will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Neither we nor the Selling
Stockholder is making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the
information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any
date other than the date of the applicable document. Since the respective dates of this prospectus and the documents incorporated by reference
into this prospectus, our business, financial condition, results of operations and prospects may have changed.
We may also provide a prospectus
supplement or post-effective amendment to the registration statement to add information to, or update or change information contained
in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the
registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where
You Can Find More Information.”
This prospectus contains forward-looking
statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See the sections titled “Risk
Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement
and the documents incorporated by reference herein and therein may contain forward-looking statements as defined by the Private Securities
Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although we believe that our plans,
intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we
will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties
and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions,
business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by
or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,”
“may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates”
or “intends” or similar expressions.
Forward-looking statements are not guarantees of
performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that
the following important factors, among others, could affect our future results and could cause those results or other outcomes to differ
materially from those expressed or implied in our forward-looking statements:
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our limited cash, history of losses, and our expectation that we will continue to experience operating losses and negative cash flows in the near future; |
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our ability to successfully develop and implement our technologies and achieve profitability; |
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our limited operating history; |
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changes in government regulations that could substantially reduce, or even eliminate, the need for our technology; |
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emerging competition and rapidly advancing technology in our industry that may outpace our technology; |
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customer demand for the products and services we develop; |
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the impact of competitive or alternative products, technologies and pricing; |
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our ability to manufacture any products we design; |
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general economic conditions and events and the impact they may have on us and our potential customers; |
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our doing business in China and related risks with respect to intellectual property protection, currency exchange, contract enforcement, rules on foreign investment and pandemic era regulations; |
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the impact of a cybersecurity incident or other technology disruption; |
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our ability to protect our intellectual property; |
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our ability to obtain adequate financing in the future; |
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our ability to retain and hire personnel with the experience and talent to develop our products and business; |
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the financial and operational impacts of the coronavirus pandemic on our business and results of operations, including impacts on our day-to-day operations, collaborative arrangements, revenue and marketing efforts and suppliers; |
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our success at managing the risks involved in the foregoing items; and |
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other factors discussed in this registration statement of which this prospectus forms a part. |
These and other factors that could cause actual
results to differ from those implied by the forward-looking statements in this prospectus are more fully described in the “Risk
Factors” section. The risks described in “Risk Factors” are not exhaustive. New risk factors emerge from
time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on
our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained
in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified
in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
SUMMARY
This summary highlights selected information
appearing elsewhere in this prospectus, or the documents incorporated by reference herein. Because it is a summary, it may not contain
all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus, the registration
statement of which this prospectus is a part and the documents incorporated by reference herein carefully, including the information set
forth under the heading “Risk Factors” and our financial statements.
Our Business
We
design and develop technologies that have been shown to significantly improve key performance characteristics of industrial combustion
systems, including emission and operational performance, energy efficiency, safety and overall cost-effectiveness. We believe that our
patented ClearSign Core™ technology can enhance the performance of combustion systems in a broad range of markets, including the
energy (upstream oil production and down-stream refining), institutional, commercial and industrial boiler, chemical, and petrochemical
industries. Our ClearSign Core technology, which is our primary technology, uses either a porous ceramic structure or metal flame holder
device held at a distance from the injection planes of a burner to significantly reduce flame length and achieve low emissions without
the need for external flue gas recirculation, selective catalytic reduction, or high excess air systems. To date, our operations have
been funded primarily through sales of our equity securities. We have earned nominal revenue since inception in 2008.
Our
combustion technology has been successfully deployed in commercial projects such as down-stream refining and upstream oil production.
These applications include both our process burner and boiler burner technologies. Our process burner technology is able to operate in
high-intensity multiple burner industrial applications at sites that are required to meet low air pollutant emissions. Our boiler burner
technology, which has been proven to achieve ground-breaking low air pollutant emissions, has been deployed in the U.S. and is currently
undergoing commercialization in China. Due to the “zero tolerance” SARS-COV-2 virus (“coronavirus” or “COVID-19”)
regulations enacted by Chinese authorities during 2022, our commercialization efforts in China were significantly delayed.
We
believe that combustion equipment utilizing ClearSign Core technology is more effective and cost-efficient than current industry-standard
air pollution control technologies, and can reduce NOx down to the levels required by new stringent emission regulations. NOx is a regulated
greenhouse gas pollutant comprised of nitrogen oxide and nitrogen dioxide. These current technologies include selective catalytic reduction
devices (SCRs), low- and ultra-low NOx burners, external flue gas recirculation systems and other similar technologies. Such air pollution
control systems are widely used in places within our current target markets such as in petroleum refining and petrochemical process heaters,
large-scale once through steam generators (OTSGs), enclosed flares, institutional commercial and industrial boilers and other similar
equipment. We believe that our ClearSign Core technology can provide value to our customers not only by helping them meet current and
possible future legislative mandates to reduce pollutant emissions, but also by improving operating efficiency and increasing overall
return on investment.
The
secondary potential market for our sensing technology is outside of the typical combustion industry and includes transportation industries.
While use of this fundamental technology in applications intended for transportation markets is proven, the development and refinement
of specific products, obtaining the certifications required for commercial deployment and establishing an efficient manufacturing source
and channels to market will take some time, and we cannot assure that these goals will be achieved. We believe that the opportunities
for application of our sensing technology in the transportation market are global and of great value, but it will also take longer to
commercialize products targeted for this market for the reasons stated above.
Overall,
our sensing technologies could provide future diversification as well as the opportunity for continued business expansion and growth beyond
the maturation of our combustion-related businesses.
Our Industry
The
combustion and emissions control systems markets are significant, both with respect to the wide array of industries in which the systems
are used and the amount of capital spent installing and upgrading the systems. Combustion systems are used to provide heat for many different
industrial and commercial processes, including boilers, petrochemical process heaters, and waste disposal systems. In order to maximize
energy efficiency while keeping pace with regulatory guidelines for air pollution emissions, operators of combustion systems are continually
installing, maintaining, and upgrading a variety of costly process control, air pollution control and monitoring systems. Although we
believe that there are many potential markets for our ClearSign Core technology, to date we have limited the introduction of this technology
to petroleum refining process heaters, energy infrastructure process heaters, boilers for steam and hot water generation, boilers for
building heating systems, and enclosed flares. We have initially targeted these markets for various reasons, such as, but not limited
to: (i) environmental regulations imposed on these markets, (ii) total available market size, (iii) this technology being the most readily
adapted to the needs of these industries and (iv) management experience and expertise.
Our Target Markets
Our ClearSign Core products
compete in the combustion and emissions control markets. These industries are highly competitive and currently dominated by companies
that have comparatively more established products and substantially greater infrastructure, customer support networks, and financial resources.
Based on testing and completed field installations to date, however, we believe that our ClearSign Core technology provides several unique
and powerful business solutions for our customers, including, but not limited to: (i) overall cost-effective installation, (ii) energy
efficiency, (iii) operational performance and (iv) significantly reduced emissions. Further, we believe that our technology is well-suited
to create substantial synergistic value by incorporating it into mainstream commercial offerings with the market incumbents, thus leveraging
the “ClearSign Core” technology along with the established breadth and capabilities of collaborating companies, such as Zeeco
and California Boiler.
We are targeting the following
segments of the combustion market for adoption of our ClearSign Core technology:
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institutional, commercial and industrial boilers; |
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refinery, energy infrastructure and petrochemical process heaters; |
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enhanced oil recovery steam generators |
In each of these segments,
we are marketing solutions that include our ClearSign Core technology which we believe could simultaneously improve productivity, operational
efficiency and pollution control.
Recent Developments
Delaware Reincorporation
At our annual meeting of shareholders
held on June 6, 2023, the shareholders of the Company approved our proposed conversion from a Washington corporation to a Delaware corporation
(the “Reincorporation”) by means of a plan of conversion. In connection with the Reincorporation, we filed on June 14, 2023
(the “Effective Date”) a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of
conversion with the Delaware Secretary of State and adopted new bylaws (the “Bylaws”), and filed articles of entity conversion
with the Washington Secretary of State.
As of the Effective Date,
our domicile changed from the State of Washington to the State of Delaware and our affairs ceased to be governed by the Revised Code of
Washington and our previous articles of incorporation and bylaws, and instead became governed by the General Corporation Law of the State
of Delaware (the “DGCL”), and the Certificate of Incorporation and Bylaws. The number of shares of common stock and preferred
stock that we are authorized to issue remained the same upon completion of the Reincorporation.
Additional Information
For a description of our business, financial condition,
results of operations and other important information regarding us, we refer you to our filings with the SEC incorporated by reference
in this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.”
Corporate Information
We
were originally incorporated in the State of Washington on January 23, 2008, and reincorporated in the State of Delaware on June 15, 2023.
The address of our corporate headquarters is 8023 East 63rd Place, Suite 101, Tulsa, OK and our telephone number is (918) 236-6461. Our
website can be accessed at www.clearsign.com. The information contained on our website is not a part of this report. We currently operate
in the United States, People’s Republic of China and Hong Kong.
THE OFFERING
| Issuer |
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ClearSign Technologies Corporation |
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Shares of common stock offered
by the Selling Stockholder |
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2,246,019 shares of common stock. |
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Shares of common stock
outstanding as August 9, 2023 |
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38,562,086 shares of common stock.(1) |
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| Use of Proceeds |
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We will not receive any proceeds from the sale of the Shares by the Selling Stockholder. |
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| Market for Class A common stock |
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Our common stock is currently traded on Nasdaq under the symbol “CLIR.” |
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| Risk Factors |
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See “Risk Factors” and the documents incorporated by reference in this prospectus
for a discussion of factors you should consider before investing in our securities. |
(1) The number of shares of our common stock to be outstanding immediately
after this offering is based on 38,562,086 shares of common stock outstanding as of August 9, 2023 and excludes, as of that date:
| · | Approximately 2,759,439 shares
of our common stock issuable upon exercise of outstanding stock options under our 2011 and 2021 Equity Incentive Plan at a weighted average
exercise price of $2.07 per share; |
| · | Approximately 491,382 shares
of our common stock issuable upon exercise of outstanding inducement stock options granted outside of our Equity Incentive Plans at a
weighted average exercise price of $1.65 per share; |
| · | Approximately 710,577 shares
of our common stock issuable upon the vesting of outstanding restricted stock units granted under our 2021 Equity Incentive Plan; |
| · | Approximately 2,378,913 shares
of our common stock reserved for future issuance under our 2021 Equity Incentive Plan and any other additional shares of our common stock
that may become available under our 2021 Equity Incentive Plan; and |
| · | Approximately 194,249 shares
of our common stock reserved for future issuance under our 2013 Consultant Stock Plan. |
RISK FACTORS
An investment in our securities
involves a high degree of risk. Before making an investment decision you should carefully consider the risk factors described below, together
with all of the other information included or incorporated by reference in this prospectus, including, without limitation, the risk factors
in the section titled “Item 1A. – Risk Factors” in our most recent Annual Report on Form 10-K, as amended or supplemented,
which is on file with the SEC, in evaluating our future prospects. In particular, keep these risk factors in mind when you read “forward-looking”
statements elsewhere in this prospectus. Forward-looking statements relate to our expectations for future events and time periods. Generally,
the words “anticipates,” “expects,” “intends,” “may,” “should,” “plans,”
“believes,” “predicts,” “potential” and similar expressions identify forward-looking statements. Forward-looking
statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the
forward-looking statements. Any of the risks listed in our most recent Annual Report on Form 10-K, as amended or supplemented, or any
other documents incorporated by reference into this prospectus, or any of the following risks could harm our business, operating results
or financial condition and could result in a complete loss of your investment in the common stock sold under this prospectus. Additional
risks and uncertainties that are not yet identified or that we currently think are immaterial may also harm our business and financial
condition in the future.
Risks Related to this Offering and to our Common Stock
If the Selling Stockholder sell significant
amounts of our common stock, or the perception exists that these sales could occur, such events could cause our common stock price to
decline.
This prospectus covers the
resale from time to time by the Selling Stockholder of up to 2,246,019 of our common stock, or 6% of our total outstanding shares of common
stock as of August 9, 2023. Once the registration statement of which this prospectus is a part is declared effective, all of these shares
will be available for resale in the public market. If the Selling Stockholder sells significant amounts of our common stock following
the effectiveness of the registration statement of which this prospectus is a part, the market price of our common stock could decline.
Further, the perception of these sales could impair our ability to raise additional capital through the sale of our equity securities.
In making your investment decision, you should rely only on statements
made in this prospectus in determining whether to purchase our securities.
You should carefully evaluate
all of the information in this prospectus. We have received in the past, and may continue in the future to receive, media coverage, including
coverage that is not directly attributable to statements made by our officers and employees, that incorrectly reports on statements made
by our officers or employees or that is misleading as a result of omitting to state information provided by us or our officers or employees.
You should rely only on the information contained in this prospectus in determining whether to purchase our securities.
There may be future sales or other dilution of our equity securities,
which may adversely affect the market price of our common stock.
We are generally not restricted
from issuing additional shares of common stock, including securities that are convertible into or exchangeable for, or that represent
the right to receive, common stock. After this offering, the market price of our common stock could decline as a result of sales of our
common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock.
The price of our common stock may be volatile,
and the market price of our common stock may decrease.
The price of our common stock
may vary from time to time. The factors that may cause the market price of our common stock to fluctuate include, but are not limited
to:
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progress, or lack of progress, in developing and commercializing our technology; |
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our ability to recruit and retain qualified personnel; |
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changes in the perception of investors and securities analysts regarding the risks to our business or the condition of our business; |
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changes in our relationships with key customers; |
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changes in the market valuation or earnings of our competitors or companies viewed as similar to us; |
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changes in key personnel; |
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changes in our capital structure, such as future issuances of securities or the incurrence of debt; |
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the granting or exercise of employee stock options or other equity awards; and |
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general market and economic conditions. |
In addition, the equity markets
have experienced significant price and volume fluctuations that have affected the market prices for the securities of small companies
such as ours for a number of reasons, including reasons that may be unrelated to the business or operating performance. These broad market
fluctuations may result in a material decline in the market price of our common stock and you may not be able to sell your shares of common
stock at prices you deem acceptable. In the past, following periods of volatility in the equity markets, securities class action lawsuits
have been instituted against public companies. Such litigation, if instituted against us, could result in substantial cost and in the
diversion of management attention.
DESCRIPTION OF SECURITIES
General
The following summary of certain
material terms of the Company’s securities is not intended to be a complete summary of the rights and preferences of such securities.
You should refer to our bylaws and our certificate of incorporation, which are included as exhibits to our Current Report on Form 8-K,
filed with the Securities and Exchange Commission on June 15, 2023. The summary below is also qualified by reference to the provisions
of the Delaware General Corporation Law (the “DGCL”), as applicable.
Authorized and Outstanding Stock
Our certificate of incorporation
authorized capital stock consists of 64,500,000 shares, $0.0001 par value per share, consisting of: (i) 62,500,000 shares of common stock;
and (ii) 2,000,000 shares of preferred stock. As of August 9, 2023, our issued and outstanding share capital consisted of: (i) 38,562,086
shares of common stock, and (ii) 0 shares of preferred stock.
Common Stock
Dividend Rights
The DGCL permits a corporation
to declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscal
year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets
of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation
is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equals
the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if,
after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference
upon the distribution of assets. Delaware common law also imposes a solvency requirement in connection with the payment of dividends.
Subject
to applicable law and the rights and preferences of any holders of any outstanding series of preferred stock, the holders of common stock
will be entitled to the payment of dividends on the common stock when, as and if declared by the Company’s board of directors (“Board”)
in accordance with applicable law.
Voting Rights
Holders of common stock will
be entitled to one vote for each share held as of the record date for determining stockholders entitled to vote on such matters, except
as otherwise required by law.
Right to Receive Liquidation Distributions
Subject to the rights and
preferences of any holders of any shares of any outstanding series of preferred stock, in the event of any liquidation, dissolution or
winding up of the Company, the funds and assets of the Company that may be legally distributed to the stockholders will be distributed
among the holders of the then outstanding common stock pro rata in accordance with the number of shares of common stock held by each such
holder.
Other Matters
All outstanding shares of
the common stock will be fully paid and nonassessable. The common stock will not be entitled to preemptive rights and will not be subject
to redemption or sinking fund provisions.
Preferred Stock
The
certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Board
will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other
special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board will be
able to, without stockholder approval, issue preferred stock with voting and other rights that could have anti-takeover effects.
The ability of the Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we
do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.
Anti-Takeover Provisions
Certain provisions of Delaware
law, the certificate of incorporation, and the bylaws, which are summarized below, may have the effect of delaying, deferring, or discouraging
another person from acquiring control of the Company. They are also designed, in part, to encourage persons seeking to acquire control
of the Company to negotiate first with the Board.
Removal of Directors
Subject to the special rights
of the holders of one or more outstanding series of preferred stock to elect directors, the certificate of incorporation provides that
directors may be removed from office at any time, with or without cause, only by the affirmative vote of the holders of at least a majority
of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an election of directors.
Board of Directors Vacancies
Subject to the special rights
of the holders of one or more outstanding series of preferred stock to elect directors, and except as otherwise provided by law, our certificate
of incorporation authorizes only a majority of the remaining members of the Board (other than any directors elected by the separate vote
of one or more outstanding series of preferred stock), even though less than a quorum, to fill vacant directorships, including newly created
seats. In addition, the number of directors constituting the Board will be permitted to be set only by a resolution of the Board. These
provisions would prevent a stockholder from increasing the size of the Board and then gaining control of the Board by filling the resulting
vacancies with its own nominees. This will make it more difficult to change the composition of the Board and will promote continuity of
management.
Stockholder Action; Special Meeting of Stockholders
Our bylaws provide that the
our stockholders may take any action required or permitted to be taken at an annual or special meeting of stockholders by written consent
in lieu of a meeting. The certificate of incorporation and bylaws further provide that special meetings of the Company’s stockholders
may be called only by the chairman of the Board, the Chief Executive Officer of the Company or the Board pursuant to a resolution adopted
by a majority of Board, and may not be called by any other person, including the Company’s stockholders.
Section 203 of the DGCL
We have opted out of Section
203 of the DGCL under our certificate of incorporation. As a result, pursuant to our certificate of incorporation, we are prohibited from
engaging in any business combination with any stockholder for a period of three years following the time that such stockholder (the “interested
stockholder”) came to own at least 15% of our outstanding voting stock (the “acquisition”), except if:
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● |
The Board approved the acquisition prior to its consummation; |
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● |
the interested stockholder owned at least 85% of the outstanding voting stock upon consummation of the acquisition; or |
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● |
the acquisition is approved by our board of directors, and by the affirmative vote of at least two-thirds vote of the non-interested stockholders in a meeting. |
The restrictions described
above will apply subject to certain exceptions, including if a stockholder becomes an interested stockholder inadvertently and, as soon
as practicable, divests itself of ownership of such shares so that the stockholder ceases to be an interest stockholder, and, within the
three (3) year period, that stockholder has not become an interested stockholder but for such inadvertent acquisition of ownership. Generally,
a “business combination” or “acquisition” includes any merger, consolidation, asset or stock sale or certain other
transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder”
is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more
of our outstanding voting stock.
Our certificate of incorporation
provisions that elect to opt out of Section 203 of the DGCL may make it more difficult for a person who would be an “interested
stockholder” to effect various business combinations with us for a three-year period. This may encourage companies interested in
acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our
board of directors approves the acquisition which results in the stockholder becoming an interested stockholder. This may also have the
effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may
otherwise deem to be in their best interests.
Advance Notice Requirements for Stockholder
Proposals and Director Nominations
The bylaws provide that the
Company’s stockholders seeking to bring business before the Company’s annual meeting of stockholders, or to nominate candidates
for election as directors at the Company’s annual or a special meeting of stockholders must provide timely notice of their intent
in writing. To be timely, a stockholder’s notice must be received by the Secretary at the Company’s principal executive offices
(i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close
of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders (subject
to certain exceptions), and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not
later than the close of business on the 10th day following the day on which public announcement of the date of the
special meeting is first made by the Company. The bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude the Company stockholders from bringing matters before an annual meeting of stockholders or from
making nominations for directors at an annual meeting of stockholders.
No Cumulative Voting
The DGCL provides that stockholders
are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise.
Our certificate of incorporation does not provide for cumulative voting.
Amendment of Certificate of Incorporation
Provisions
Amendments to the provisions
of the certificate of incorporation related to restrictions on any business combination with any interested stockholder and indemnification
of directors and officers of the Company require the affirmative vote of the holders of at least sixty six and two-thirds percent (66
and 2/3%) of the total voting power of all the then outstanding shares of stock of the Company entitled to vote thereon, voting together
as a single class.
Authorized but Unissued Capital Stock
Our authorized but unissued
common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of
corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain
control of the Company by means of a proxy contest, tender offer, merger or otherwise.
Exclusive Forum
The certificate of incorporation
provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of
Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state
courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive
forum for: (i) any derivative action, suit or proceeding (“Proceeding”) brought on behalf of the Company; (ii) any
Proceeding asserting a claim of breach of a fiduciary duty owed by any of the Company’s directors, officers, or stockholders to
the Company or its stockholders; (iii) any Proceeding arising pursuant to any provision of the DGCL, certificate of incorporation
or the bylaws, as amended; (iv) any Proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of
Delaware; or (v) any Proceeding asserting a claim against the Company or any current or former director, officer or stockholder governed
by the internal affairs doctrine. This provision would not apply to suits brought to enforce any liability or duty created by apply to
suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal
courts of the United States have exclusive jurisdiction. The certificate of incorporation further provides that, unless the Company
consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These provisions may have the
effect of discouraging lawsuits against the Company or its directors and officers.
Limitations on Liability and Indemnification
of Directors and Officers
The certificate of incorporation
provides that no director of the Company shall have any personal liability to the Company or its stockholders for monetary damages for
any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted
under the DGCL. Amendments to these provisions shall not adversely affect any right or protection of a director of the Company in
respect of any act or omission occurring prior to the time of such amendment.
The certificate of incorporation
further provides that the Company indemnify directors and officers to the fullest extent permitted by law. The Company is also expressly
authorized to advance certain expenses (including, without limitation, attorneys’ fees) to its directors and officers and to maintain
insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Company against any expense, liability
or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.
In addition, the Company
entered into separate indemnification agreements with its directors and officers. These agreements, among other things, requires the
Company to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and
settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the
Company’s directors or officers or any other company or enterprise to which the person provides services at the
Company’s request.
Stockholders’ Derivative Actions
Under the DGCL, any of our
stockholders may bring an action in the Company’s name to procure a judgment in its favor, also known as a derivative action; provided
that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates.
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is VStock Transfer, LLC.
Trading Symbols and Market
Our common stock is listed
on Nasdaq under the symbol “CLIR.”
USE OF PROCEEDS
We will not receive any proceeds
from the sale of the Shares by the Selling Stockholder. We will bear all other costs, fees and expenses incurred in effecting the registration
of the Shares. These may include, without limitation, all registration and filing fees, printing fees and fees and expenses of our legal
counsel and accountants.
SELLING STOCKHOLDER
This
prospectus relates to the possible offer and resale by the Selling Stockholder from time to time of up to 2,246,019 shares of common
stock (the “Shares”) that were purchased by the Selling Stockholder in accordance with
a participation right granted to it pursuant to a Stock Purchase Agreement entered into by the Selling Stockholder and us on July 12,
2018 (the “Stock Purchase Agreement”). Specifically, we granted to the Selling Stockholder a right to purchase certain new
equity securities that we sell for the purpose of raising capital on terms and conditions no different from those offered to other purchasers.
In no event, however, may this right be exercised to the extent it would cause the Selling Stockholder to own 20% or more of the Company’s
then outstanding shares of common stock or hold shares with 20% or more of the voting power of the Company. In connection with two separate
capital raises, the Selling Stockholder exercised this participation right and purchased 654,425 shares of common stock at a price of
$2.00 per share on September 30, 2020, and 1,591,594 shares of common stock on July 8, 2022 at a price of $1.11 per share. We will
not receive any proceeds from the sale of Shares by the Selling Stockholder pursuant to this prospectus.
We are registering the resale
of the Shares to fulfill our contractual obligation under that certain Registration Rights Agreement we entered into with the Selling
Stockholder in connection with the Stock Purchase Agreement (the “Registration Rights Agreement”). Under the terms of the
Registration Rights Agreement, we have agreed to use our commercially reasonable efforts to keep the Registration Statement continuously
effective under the Securities Act until the date on which the Shares cease to be Registrable Securities, as defined in the Registration
Rights Agreement. The Shares will cease to be Registrable Securities when (a) a registration statement with respect to the sale of the
Registrable Securities is declared effective by the SEC and the Shares have been disposed of by the Selling Stockholder in accordance
with the registration statement, (b) the Shares have been sold in accordance with Rule 144, (c) the Shares become eligible for resale
without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144, (d) the Shares have been sold,
transferred or otherwise disposed of, or (e) the Shares cease to be outstanding.
The
Selling Stockholder may from time to time offer and sell any or all of the securities set forth below pursuant to this prospectus and
any accompanying prospectus supplement. As used in this prospectus, the term “Selling Stockholder” includes the persons listed
in the table below, together with any additional Selling Stockholder listed in a subsequent amendment to this prospectus, and their pledgees,
donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Stockholder’s interests
in the securities, other than through a public sale.
The
following table sets forth, based on written representations from the Selling Stockholder, certain information as of August 9, 2023 regarding
the beneficial ownership of our common stock by the Selling Stockholder and the securities being offered by the Selling Stockholder. The
applicable percentage ownership of common stock is based on approximately 38,562,086 shares of common stock outstanding as of August 9,
2023. Information with respect to securities owned beneficially after the offering assumes the sale of all of the shares of common stock
registered hereby. The Selling Stockholder may offer and sell some, all or none of their shares of common stock.
Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security
if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or
“investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right
to acquire such powers within 60 days.
Unless
otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named
in the table have sole voting and investment power with respect to their beneficially owned securities.
| | |
Number Beneficially Owned Prior to Offering | | |
Number Registered for Sale Hereby(2) | | |
Number Beneficially Owned After Offering(3) | | |
Percent Owned After Offering(3) | |
| clirSPV, LLC(1) | |
| 7,459,562 | | |
| 2,246,019 | | |
| 5,213,543 | | |
| 13.5 | % |
(1) GPCLIRSPV LLC, is the managing member of clirSPV
LLC and Robert T. Hoffman Sr. is the managing member of GPCLIRSPV LLC. As such, each of GPCLIRSPV LLC, clirSPV, LLC and Robert T. Hoffman
Sr. may be deemed to have or share beneficial ownership of the shares of common stock held directly by clirSPV LLC. Each of GPCLIRSPV
LLC and Robert T. Hoffman Sr. disclaims beneficial ownership over the Shares. Robert T. Hoffman Sr. is a director of the Company.
(2) Represents 2,246,019 shares of common stock purchased by the Selling
Stockholder pursuant to the Stock Purchase Agreement, consisting of: (i) 654,425 shares of common stock purchased on September 30, 2020
in connection with a capital raise, and (ii) 1,591,594 shares of common stock purchased on July 8, 2022 in
connection with a separate capital raise.
(3) Assumes the maximum number of Shares to be sold in this offering
are sold.
PLAN OF DISTRIBUTION
The Selling Stockholder and
any of its pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise
dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices. The Selling Stockholder may use one or more of the following methods when disposing of the shares or interests
therein:
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· |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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· |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
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· |
through brokers, dealers or underwriters that may act solely as agents; |
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· |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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· |
an exchange distribution in accordance with the rules of the applicable exchange; |
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· |
privately negotiated transactions; |
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· |
through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; |
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· |
broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; |
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· |
one or more underwritten offerings on a firm commitment or best efforts basis; |
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· |
a combination of any such methods of disposition; and |
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· |
any other method permitted pursuant to applicable law. |
The Selling Stockholder may
also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by
the Selling Stockholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or
discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts
to be negotiated. The Selling Stockholder does not expect these commissions and discounts to exceed what is customary in the types
of transactions involved.
The Selling Stockholder may
from time to time pledge or grant a security interest in some or all of the shares of common stock owned by its and, if it defaults in
the performance of its secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time
under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as
selling stockholders under this prospectus.
Upon being notified in writing
by the Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through
a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement
to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of such selling
stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares
of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable,
(v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference
in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by the selling
stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus
if then required in accordance with applicable securities law.
The Selling Stockholder also
may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.
In connection with the
sale of the shares of common stock or interests in shares of common stock, the selling stockholder may enter into hedging
transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The Selling Stockholder may also sell shares of common stock short after the effective date of the registration
statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the
common stock to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or
other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or
other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholder and
any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and
any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. The maximum commission or discount to be received by any member of the Financial Industry Regulatory Authority (FINRA) or independent
broker-dealer will not be greater than 8% of the initial gross proceeds from the sale of any security being sold.
We have advised the Selling
Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act during such time as it may be
engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock.
The aggregate proceeds to
the selling stockholder from the sale of the common stock offered by it will be the purchase price of the common stock less discounts
or commissions, if any. The Selling Stockholder reserves the right to accept and, together with its agents from time to time, to
reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any
of the proceeds from this offering.
We are required to pay all
fees and expenses incident to the registration of the shares. We have agreed to indemnify the Selling Stockholder against certain
losses, claims, damages and liabilities, including liabilities under the Securities Act or otherwise.
We have agreed with the Selling
Stockholder to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (a) such
time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement,
and (b) the date on which the shares of common stock covered by this prospectus may be sold by non-affiliates without any volume
or manner of sale restrictions or current public information pursuant to Rule 144 of the Securities Act.
LEGAL MATTERS
Mitchell
Silberberg & Knupp LLP, New York, New York, will pass upon the validity of the securities offered in this prospectus.
EXPERTS
The consolidated financial statements of ClearSign Technologies Corporation as of December 31, 2022 and 2021 and for each of the two years
in the period ended December 31, 2022 incorporated in this registration statement on Form S-3 by reference to the Annual Report on Form
10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of BPM LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act, of which this prospectus forms a part, to register the securities
offered by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further
information pertaining to us and our securities, you should refer to the registration statement and to its exhibits. The registration
statement has been filed electronically and may be obtained in any manner listed below. Whenever we make reference in this prospectus
to any of our contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been
filed as an exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the
contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to
a registration statement or report is qualified in all respects by the filed exhibit.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet
at the SEC’s website at www.sec.gov and on our website, free of charge, at www.clearsign.com. The information
found on, or that can be accessed from or that is hyperlinked to, our website is not part of this prospectus. You may inspect a copy of
the registration statement through the SEC’s website, as provided herein.
INFORMATION INCORPORATED BY REFERENCE
The SEC and applicable law
permits us to “incorporate by reference” into this prospectus information that we have or may in the future file with or furnish
to the SEC. This means that we can disclose important information by referring you to those documents. You should read carefully the information
incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference the following
documents into this prospectus:
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● |
our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023; |
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|
|
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● |
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 15, 2023; |
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|
|
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● |
our Current Reports on Form 8-K filed with the SEC on and February 24, 2023, May 2, 2023, May 30, 2023, June 8, 2023 and June 15, 2023; |
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|
|
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● |
our Definitive Proxy Statement on Schedule 14A for our 2023 annual meeting of stockholders, filed with the SEC on April 25, 2023, to the extent incorporated by reference into the Form 10-K; and |
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|
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the description of our common stock set forth in this registration statement on Form S-3, including any amendments thereto or reports filed for the purposes of updating this description. |
In addition, all documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be deemed to be incorporated by reference
in this prospectus and to be a part hereof from the date of filing of such documents. In addition, all reports and other documents filed
by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration
statement shall be deemed to be incorporated by reference into this prospectus. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein,
as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this prospectus.
You can request a copy of these filings, at no
cost, by writing or telephoning us at the following address or telephone number:
ClearSign Technologies Corporation
Attn: Brent Hinds
8023 E. 63rd PL Suite 101
Tulsa, OK 74133
(918) 236-6461
Those copies will not include exhibits, unless
the exhibits have specifically been incorporated by reference in this document or you specifically request them.
The information accessible through any website
referred to in this prospectus or any document incorporated herein is not, and should not be deemed to be, a part of this prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. |
Other Expenses of Issuance and Distribution. |
The following
statement sets forth the expenses and costs expected to be incurred by ClearSign Technologies Corporation in connection with the distribution
of its securities being registered in this registration statement.
| SEC registration fee |
|
$ |
271.02 |
|
| Transfer agent’s fees and expenses |
|
$ |
35.00 |
|
| Legal fees and expenses |
|
$ |
15,000.00 |
|
| Accounting fees and expenses |
|
$ |
- |
|
| Miscellaneous fees and expenses |
|
$ |
- |
|
| |
|
|
|
|
| Total |
|
$ |
15,306.02 |
|
| Item 15. |
Indemnification of Officers and Directors. |
Section 145
of the DGCL provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually
and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation,
provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation,
provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
In
accordance with Section 102(b)(7) of the DGCL, our certificate of incorporation provides that a director will not be personally liable
to the Company or the Company’s stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent
that such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended..
No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision
became effective. Accordingly, these provisions will have no effect on the availability of equitable remedies such as an injunction or
rescission based on a director’s breach of his or her duty of care.
Our
bylaws provide that the Company will indemnify its present and former directors and officers to the maximum extent permitted by the DGCL
and that such indemnification will not be exclusive of any other rights to which those seeking indemnification may be entitled under any
certificate of incorporation provision, bylaw provision, agreement, vote of the Company’s stockholders or disinterested directors
or otherwise.
Additionally,
our certificate of incorporation contains provisions that limit the liability of the Company’s directors for damages to the
fullest extent permitted by Delaware law. Consequently, the Company’s directors will not be personally liable to the Company
or its stockholders for damages as a result of an act or failure to act in his or her capacity as a director, unless the presumption
that directors are acting in good faith, on an informed basis, and with a view to the interests of the corporation has been rebutted
and it is proven that the director’s act or failure to act constituted a breach of his or her fiduciary duties as a director
and such breach involved intentional misconduct, fraud or a knowing violation of law. Our certificate of incorporation requires the
Company to indemnify and advance expenses to, to the fullest extent permitted by applicable law, its directors, officers and agents.
The Company maintains a directors’ and officers’ insurance policy pursuant to which the Company’s directors and
officers are insured against liability for actions taken in their capacities as directors and officers. Finally, our certificate of
incorporation prohibits any retroactive changes to the rights or protections or increasing the liability of any director in effect
at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. In addition, the
Company entered into separate indemnification agreements with the Company’s directors and officers. These agreements, among
other things, require the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees,
judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services
as one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the
Company’s request.
a) Exhibits.
* Filed herewith.
# Previously filed
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| |
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| |
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
| |
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| |
(4) |
That, for purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| |
(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| |
(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| |
(5) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| |
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| |
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| |
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| |
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| |
(6) |
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(7) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Tulsa, State of Oklahoma, on August 11, 2023.
| |
CLEARSIGN TECHNOLOGIES CORPORATION |
| |
|
|
| |
By: |
/s/ Colin James Deller |
| |
Name: |
Colin James Deller |
| |
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Colin James Deller and Brent Hinds, and each of them
singly, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments (including any pre-effective or post-effective amendments) to
this registration statement or any related registration statement that is to be effective upon filing pursuant to Rule 462(b), and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to
be done in connection with the above premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
In accordance with the requirements of the Securities
Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Dated: August 11, 2023 |
/s/ Colin J. Deller |
| |
Colin J. Deller |
| |
Chief Executive Officer and Director |
| |
(Principal Executive Officer) |
| |
|
| Dated: August 11, 2023 |
/s/ Brent Hinds |
| |
Brent Hinds |
| |
Chief Financial Officer |
| |
(Principal Financial and Accounting Officer) |
| |
|
| Dated: August 11, 2023 |
/s/ Gary J. DiElsi |
| |
Gary J. DiElsi, Director |
| |
|
| Dated: August 11, 2023 |
/s/ Robert T. Hoffman Sr. |
| |
Robert T. Hoffman Sr., Director |
| |
|
| Dated: August 11, 2023 |
/s/ Catharine M. de Lacy |
| |
Catharine M. de Lacy, Director |
| |
|
| Dated: August 11, 2023 |
/s/ Judith S. Schrecker |
| |
Judith S. Schrecker, Director |
Exhibit 4.1
| NUMBER |
 |
SHARES |
| CERT.9999 |
Incorporated
under the laws of Delaware |
*******9,000,000,000******* |
| |
|
COMMON STOCK |
| |
|
CUSIP 999999ZZ9 |
| THIS CERTIFIES THAT |
* SPECIMEN * |
|
| |
|
|
| Is The Owner of |
* NINE BILLION AND 00/100 * |
|
FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
ClearSign Technologies Corporation
transferable on the books of the Corporation
by the holder hereof, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless
countersigned by the Transfer Agent and registered bythe Registrar.
Dated: JANUARY
01, 2009
COUNTERSIGNED AND REGISTERED:
VSTOCK TRANSFER, LLC
Transfer Agent and Registrar
| |
Secretary & CFO |
President & CEO |
| |
|
|
| By: |
|
|
|
| AUTHORIZED SIGNATURE |
|
|
Exhibit 5.1
|
Mitchell
Silberberg & Knupp llp
A Law Partnership Including
Professional Corporations |
|
August 11, 2023
ClearSign Technologies Corporation
8023 E. 63rd Place, Suite 101
Tulsa, Oklahoma 74133 |
Ladies and Gentlemen:
We have acted as counsel to
ClearSign Technologies Corporation, a Delaware corporation (the “Company”), in connection with the preparation and
filing with the U.S. Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended
(the “Securities Act”), of the Company’s Registration Statement on Form S-3 (the “Registration Statement”),
relating to the registration of 2,246,019 shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”) that may be offered for sale from time to time by the selling security holder named therein (the “Selling Stockholder”).
The 2,246,019 shares of Common Stock being registered (the “Shares”) were acquired by the Selling Stockholder pursuant
to the terms of a Stock Purchase Agreement between the Selling Stockholder and the Company dated July 12, 2018 (the “Agreement”).
As your counsel in connection
with this opinion, we have examined a written consent of the Company’s Board of Directors, the Agreement, such corporate records,
documents, and instruments of the Company and reviewed such questions of law as we have deemed necessary for the purpose of rendering
the opinions set forth herein and we have examined the proceedings taken by the Company relating to the issuance and sale of the Shares.
We have also examined the Registration Statement as filed with the Commission in accordance with the provisions of the Securities Act,
and the rules and regulations of the Commission thereunder.
We have examined such documents
and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect
to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals
of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain
representations of certain officers and employees of the Company.
Based upon the foregoing,
and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion that the Shares are
validly issued, fully paid and non-assessable shares of Common Stock of the Company.
This opinion is given as of
the date hereof and we have no obligation to update this opinion to take into account any change in applicable law or facts that may occur
after the date hereof.
This opinion is opining upon
and is limited to the current federal laws of the United States and the Delaware General Corporation Laws as such laws presently exist
and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.
We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof
by legislative action, judicial decision, or otherwise.
We hereby consent to the
filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm
under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable
law.
Sincerely,
/s/ Mitchell Silberberg & Knupp LLP
MITCHELL SILBERBERG & KNUPP LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-3 of our report dated March 31, 2023, relating to the consolidated financial statements of ClearSign
Technologies Corporation, which appears in the Annual Report of ClearSign Technologies Corporation for the year ended December 31, 2022
on Form 10-K. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ BPM LLP
August 11, 2023
Santa Monica, California
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
ClearSign Technologies
Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price
Per Unit(2) |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Fees to Be Paid |
Equity |
Common stock, $0.0001 par value per share |
457(c) |
2,246,019 |
$1.095 |
$2,459,390.81.38 |
$0.00011020 |
$271.02 |
| Fees Previously Paid |
|
|
|
|
|
|
|
|
| |
Total Offering Amounts |
|
|
|
$271.02 |
| |
Total Fees Previously Paid |
|
|
|
— |
| |
Total Fee Offsets |
|
|
|
— |
| |
Net Fee Due |
|
|
|
$271.02 |
| |
(1) |
Represents 2,246,019 shares of common to be offered and sold by the selling stockholder, or their permitted transferees, in the registration statement, consisting of: (i) 654,425 shares of common stock purchased on September 30, 2020 in connection with a capital raise, and (ii) 1,591,594 shares of common stock purchased on July 8, 2022 in connection with a separate capital raise. |
| |
(2) |
Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee on the basis of the average of the high and low prices of the registrant’s common stock as reported on The Nasdaq Capital Market on August 9, 2023, a date within five business days prior to filing this registration statement. |
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