8-K
ClearSign Technologies Corp (CLIR)
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 1, 2022
CLEARSIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in Charter)
| Washington | 001-35521 | 26-2056298 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission File No.) | (IRS Employee Identification No.) |
8023E. 63^rd^ Place**, Suite 101**
Tulsa**,Oklahoma 74133**
(Address of Principal Executive Offices)
206-673-4848
(Issuer Telephone number)
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 CFR 240.14a-12). |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c)). |
| --- | --- |
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<br> 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. ¨
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 |
Item 8.01 Other Events.
Closing of Underwritten Offering
On June 1, 2022, ClearSign Technologies Corporation (the “Company”) issued a press release announcing that it had closed its underwritten public offering of 4,186,000 shares of common stock, par value $0.0001 per share, including 546,000 shares issued pursuant to the exercise of the underwriter’s over-allomment option, at a price to the public of $1.11 per share (the “Offering”). The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
clirSPV LLC Participation Right
As previously disclosed, pursuant to a Stock Purchase Agreement, dated July 12, 2018, between the Company and clirSPV LLC, as modified by a waiver, dated May 26, 2022, clirSPV LLC 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 following the Offering (the “Participation Right”). Accordingly, the Company and clirSPV LLC have confirmed to each other that clirSPV LLC may purchase up to 1,591,594 shares of common stock pursuant to this Participation Right; provided, that clirSPV LLC notifies the Company of its intention to exercise the Participation Right by July 1, 2022 and completes such purchase by July 12, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release issued June 1, 2022 |
|---|---|
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
| 2 |
| --- |
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 1, 2022
| CLEARSIGN TECHNOLOGIES CORPORATION | |
|---|---|
| By: | /s/ Colin James Deller |
| Colin James Deller | |
| Chief Executive Officer |
3
Exhibit 99.1
****
ClearSign Technologies Corporation
Announces Closing of Public Offering
Underwriter Exercises Its Overallotment Optionin Full
Tulsa, OK. June 1, 2022 –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, today announced the closing of its previously announced underwritten public offering of 4,186,000 shares of its common stock at a price to the public of $1.11 per share. The total offering includes 546,000 shares of the underwriter's exercise of its over-allotment which was exercised in full.
Gross proceeds to ClearSign from this offering are approximately $4,646,460 before deducting underwriting discounts, commissions and other offering expenses. ClearSign intends to use the net proceeds from the offering for working capital, research and development, marketing and sales, and general corporate purposes.
Newbridge Securities Corporation acted as the sole book-running manager of the offering. Mitchell Silberberg & Knupp LLP acted as counsel to ClearSign and McGuireWoods LLP represented Newbridge Securities Corporation.
The shares described above were offered by ClearSign pursuant to a shelf registration statement previously filed with and subsequently declared effective by the Securities and Exchange Commission ("SEC"). Such shares were offered only by means of a prospectus. A final prospectus supplement and the accompanying prospectus relating to and describing the terms of the underwritten offering were filed with the SEC, and are available on the SEC’s website at http://www.sec.gov or by contacting Newbridge Securities Corporation, Attn: Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, email: syndicate@newbridgesecurities.com, telephone: (877) 447-9625.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall 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.
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 our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, our planned use of proceeds from the underwritten offering, general business and economic conditions, the performance of management and our employees, our ability to obtain financing, competition, whether our technology will be accepted and adopted and other factors identified in our Annual Report on Form 10-K filed with the Securities and Exchange Commission and available at www.sec.gov and other factors that are detailed in our periodic and current reports available for review at www.sec.gov. Furthermore, we operate in a competitive environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and, except as may be required by law, undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.
For further information:
Investor Relations:
Matthew Selinger
Firm IR Group for ClearSign
+1 415-572-8152
mselinger@firmirgroup.com