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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 16, 2024
CLEARSIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in charter)
| Delaware |
|
001-35521 |
|
26-2056298 |
|
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
8023 E. 63rd Place, Suite 101
Tulsa,
Oklahoma 74133
(Address of Principal Executive Offices) (Zip Code)
(918) 236-6461
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13(e)-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which
registered |
| Common Stock |
|
CLIR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth
company ¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2024, Robert T.
Hoffman, Sr., notified the board of directors (the “Board”) of ClearSign Technologies Corporation (the “Company”)
that he resigned from the Board, effective immediately. At the time of his resignation, Mr. Hoffman was not a member of any of the Board’s
committees. Mr. Hoffman’s decision to resign was not as a result of a disagreement with the Company, known to an executive officer
of the Company, on any matter relating to the Company’s operations, policies or practices.
Mr. Hoffman had served as
a designee of clirSPV LLC (the “SPV”), pursuant to that certain Voting Agreement, dated July 12, 2018, by and between the
Company and the SPV (the “Voting Agreement”). As a result of Mr. Hoffman’s resignation and in accordance with the Voting
Agreement, the SPV nominated a successor designee for review by the Board’s Nominating and Corporate Governance Committee, including
the candidate’s background, relevant experience, and professional and personal reputation, which review is currently in process.
Item 8.01 Other
Events.
As previously disclosed, pursuant
to a Stock Purchase Agreement, dated July 12, 2018, between the Company and the SPV, as modified from time to time, the SPV has a right
to purchase unregistered shares of the Company’s common stock in a number that will allow it to maintain a 19.99% percentage ownership
of the outstanding common stock of the Company following an offering of the Company’s securities on terms and conditions no different
from those offered to other purchasers (the “Participation Right”).
On June 14, 2024, the Company
received notice that the SPV will purchase 3,907,000 shares of common stock, pre-funded warrants to purchase up to 786,000 shares of common
stock and redeemable warrants to purchase up to 7,039,500 shares of common stock, pursuant to this Participation Right, which is being
fully exercised in connection with the Company’s recently consummated underwritten public offering and concurrent private placement.
The Participation Right exercise
by the SPV and the transactions contemplated thereby are expected to close on or about June 24, 2024, subject to the satisfaction of customary
closing conditions.
The
full description of the pre-funded warrants and redeemable warrants to purchase shares of common stock being issued in connection with
the Participation Right is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibits
4.1 and 4.2, respectively, to the Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
on April 23, 2024 and April 19, 2024, respectively.
On
June 20, 2024, the Company issued a press release announcing both the resignation of Mr. Hoffman and the full Participation Right exercise
notice from the SPV. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”)
and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Cautionary Statement Regarding Forward-Looking
Statements
Statements
contained in this Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such as statements
related to the anticipated closing of the exercise of the Participation Right and the amount of proceeds expected from such exercise.
The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing the exercise of the
Participation Right on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings,
including in its annual report on Form 10-K filed with the SEC on April 1, 2024, as amended, and its quarterly report on Form
10-Q for the quarter ended March 31, 2024, filed with the SEC on May 15, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* Filed herewith.
** Furnished herewith.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: June 20, 2024
| |
CLEARSIGN TECHNOLOGIES CORPORATION |
| |
|
|
| |
By: |
/s/ Colin James Deller |
| |
Name: |
Colin James Deller |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
ClearSign Technologies Announces Full Exercise
of Participation Right Granted to clirSPV LLC and Board Transition
TULSA, Okla., June 20, 2024 -- ClearSign
Technologies Corporation (Nasdaq: CLIR) (“ClearSign” or the “Company”), an emerging leader in industrial combustion
and sensing technologies that improve energy, operational efficiency and safety while dramatically reducing emissions, announces that
clirSPV LLC (“clirSPV”) exercised its participation right (as modified from time to time, the “Participation Right”)
that was granted to clirSPV pursuant to the terms of that certain Stock Purchase Agreement, dated July 12, 2018 (the “Purchase Agreement”),
which will result in gross proceeds of approximately $4.3 million. The Participation Right is being exercised in connection with
the Company’s recently consummated underwritten public offering and concurrent private placement. ClearSign intends to use the proceeds
for working capital, research and development, marketing and sales, and general corporate purposes. Additionally, Robert T. Hoffman, Sr.
has resigned from the Company’s Board of Directors (the “Board”), effective as of June 16, 2024, and, following his
resignation, clirSPV nominated a successor designee that is currently engaged in the Company’s formal vetting process.
“On behalf of ClearSign and the Board, I
want to thank Rob for his years of service and for the continued financial support of clirSPV,” said Jim Deller, Ph.D., Chief
Executive Officer of ClearSign. “Rob has been instrumental in fostering this company from research and development technology company
to a viable commercial entity.”
“This $4.3 million investment brings clirSPV’s
capital infusion up to a total of $19.1 million. There has been a great transformation of ClearSign since clirSPV's initial investment
in 2018 and we believe the Company is now in a much better commercial position. Given the now in-field demonstrated efficacy of
the products, combined with the recent BACT designation, we believe that the sales ‘funnel’ will turn into significant unit
orders. We are encouraged by the partnerships and ongoing progress the company is making and the investor members in clirSPV believe
that there is significant upside for this substantial incremental investment,” said Robert T. Hoffman, Sr., former Board member
of ClearSign and Managing Member of GPclirSPV LLC, which is the Managing Member of clirSPV LLC.
clirSPV LLC Participation Right
The Participation Right was granted to clirSPV
pursuant to the Purchase Agreement, which allows clirSPV to purchase unregistered shares of the Company's common stock in a number that
will allow it to maintain or reobtain a 19.99% percentage ownership of the outstanding common stock following certain future equity offerings
on terms and conditions no different from those offered to other purchasers.
The exercise of the Participation Right and transactions
contemplated thereby are expected to close on or about June 24, 2024, subject to customary closing conditions.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the securities described herein, nor will there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Additional details regarding the Board transition
and exercise of the Participation Right can be found in the Company’s Current Report on Form 8-K to be filed with the U.S. Securities
and Exchange Commission (the “SEC”).
About ClearSign Technologies Corporation
ClearSign Technologies Corporation designs and
develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems,
including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. Our patented technologies,
embedded in established OEM products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations, enhance
the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production
and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more information,
please visit www.clearsign.com.
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 on the Company’s strategy, plans, intentions, performance,
or future occurrences or results, 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 the Company’s control, which could cause actual results to materially differ from such statements. Such risks, uncertainties
and other factors include, but are not limited to: the Company’s ability to satisfy the closing conditions related to the exercise
of the Participation Right and the overall timing and completion of such exercise and related closing conditions; the Company’s
ability to successfully deliver, install, and meet the performance obligations of the Company’s burners in the California and
Texas market, and any other markets the Company may sell products in; the Company’s ability to further expand the sale of ultra-low
NOx process and boiler burners; the Company’s ability to successfully perform engineering orders; the Company’s ability to
successfully develop the 100% hydrogen burner with the Phase 2 grant funding; general business and economic conditions; the performance
of management and the Company’s employees; the Company’s ability to obtain financing, when needed; the Company’s ability
to compete with competitors; whether the Company’s technology will be accepted and adopted and other factors identified in the Company’s
Annual Report on Form 10-K filed with the SEC and available at www.sec.gov and other
factors that are detailed in the Company’s periodic and current reports available for review at www.sec.gov.
Furthermore, the Company operates 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. The Company disclaims any intention to, and, except
as may be required by law, undertakes no obligation to, update or revise forward-looking statements to reflect events or circumstances
that subsequently occur or of which the Company hereafter become aware.
For further information:
Investor Relations:
Matthew Selinger
Firm IR Group for ClearSign
+1 415-572-8152
mselinger@firmirgroup.com
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