ClearSign Technologies Corp Files 8-K: Material Agreement & Equity Sales

TL;DR

ClearSign filed an 8-K on 4/19 detailing a material agreement and equity sales.

AI Summary

ClearSign Technologies Corporation announced on April 19, 2024, that it has entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new definitive agreement and potential equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• ClearSign Technologies Corporation (company) — Registrant
• April 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share ("Common Stock"), and (ii) re
• $4,251,099 — ants"), for aggregate gross proceeds of $4,251,099 (the "Public Offering"). The Common War
• $1.05 — Warrants will have an exercise price of $1.05 per share, subject to adjustment as pro
• $2.275 — mon Stock reported equals to or exceeds $2.275 for any 20 business days within a 30 co
• $0 — and accompanying Common Warrant will be $0.92, yielding an effective price of $0.9
• $0.91 — e $0.92, yielding an effective price of $0.91 per share and $0.01 per Common Warrant.
• $0.01 — effective price of $0.91 per share and $0.01 per Common Warrant. The net proceeds to
• $3,630,091 — fering are expected to be approximately $3,630,091, assuming no exercise of the underwrite
• $1.1375 — be exercisable at an exercise price of $1.1375 per share. The Underwriter's Warrants w
• $5,000,000 — fering, for aggregate gross proceeds of $5,000,000. The Private Warrants will be exercisab
• $0.925 — alf (1 1 / 2 ) Private Warrants will be $0.925. The net proceeds from the Concurrent P
• $4,481,000 — fering are expected to be approximately $4,481,000, after deducting placement agent fees a

Filing Documents

• tm2412212d1_8k.htm (8-K) — 50KB
• tm2412212d1_ex1-1.htm (EX-1.1) — 240KB
• tm2412212d1_ex4-1.htm (EX-4.1) — 79KB
• tm2412212d1_ex4-2.htm (EX-4.2) — 92KB
• tm2412212d1_ex4-3.htm (EX-4.3) — 88KB
• tm2412212d1_ex4-4.htm (EX-4.4) — 89KB
• tm2412212d1_ex10-1.htm (EX-10.1) — 100KB
• tm2412212d1_ex10-2.htm (EX-10.2) — 15KB
• tm2412212d1_ex10-3.htm (EX-10.3) — 15KB
• tm2412212d1_ex10-4.htm (EX-10.4) — 184KB
• tm2412212d1_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-24-049160.txt ( ) — 1373KB
• clir-20240419.xsd (EX-101.SCH) — 3KB
• clir-20240419_lab.xml (EX-101.LAB) — 33KB
• clir-20240419_pre.xml (EX-101.PRE) — 22KB
• tm2412212d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Underwritten Public Offering On April 19, 2024, ClearSign Technologies Corporation, a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Public Ventures, LLC ("Public Ventures"), as underwriter, relating to the offering, issuance and sale of an aggregate of (i) 4,620,760 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), and (ii) redeemable warrants to purchase 4,620,760 shares of Common Stock (the "Common Warrants"), for aggregate gross proceeds of $4,251,099 (the "Public Offering"). The Common Warrants will have an exercise price of $1.05 per share, subject to adjustment as provided for therein, will be exercisable immediately and be exercisable for a period of 5 years from the date of issuance. Additionally, the Company may redeem the Common Warrants once they become exercisable upon 30 days' advance notice if the closing price of the Common Stock reported equals to or exceeds $2.275 for any 20 business days within a 30 consecutive business-day period. The Common Warrants will be offered and sold at the rate of one (1) Common Warrant for every one (1) share of Common Stock purchased in the Public Offering. The public offering price for each set of one (1) share of Common Stock and accompanying Common Warrant will be $0.92, yielding an effective price of $0.91 per share and $0.01 per Common Warrant. The net proceeds to the Company from the Public Offering are expected to be approximately $3,630,091, assuming no exercise of the underwriter's over-allotment option (described below) and after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Public Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-265967) that was declared effective on August 12, 2022 (as amended, the "Registration Stateme

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The offer and sale of the Underwriter's Warrants, Underwriter's Warrant Shares, Private Shares, Private Warrants, Private Warrant Shares, Placement Agent Warrants and Placement Agent Warrant Shares have not been registered under the Securities Act and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

01. Regulation

Item 7.01. Regulation FD Disclosure. On April 19, 2024, the Company issued a press release announcing that it had priced the Public Offering and the Concurrent Private Offering. A copy of the press release is furnished hereto as Exhibit 99.1 to this Form 8-K. The information in this Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the SEC and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing. Cautionary Statement Regarding Forward-Looking 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 Public Offering and the Concurrent Private Offering and the amount of proceeds expected from the Public Offering and the Concurrent Private Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing 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 filing on Form 10-K filed with the SEC on April 1, 2024, the preliminary prospectus supplements filed with the SEC on March 18, 2024 and April 19, 2024, and the final prospectus supplement to be filed with the SEC. 4

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. (d) Exhibits. Exhibit No. Description 1.1* Underwriting Agreement, dated April 19, 2024, by and between ClearSign Technologies Corporation and Public Ventures, LLC, as Representative of the Underwriters. 4.1* Form of Common Warrant. 4.2* Form of Underwriter's Warrant. 4.3* Form of Private Warrant. 4.4* Form of Placement Agent Warrant. 10.1* Form of Warrant Agent Agreement by and between ClearSign Technologies Corporation and VStock Transfer, LLC. 10.2* Form of Lock-Up Agreement (directors and officers). 10.3* Form of Lock-Up Agreement (5% or greater stockholder). 10.4* Securities Purchase Agreement, dated April 19, 2024. 99.1** Press Release dated April 19, 2024. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. 5 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: April 19, 2024 CLEARSIGN TECHNOLOGIES CORPORATION By: /s/ Colin James Deller Name: Colin James Deller Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR