ClearSign Technologies Corp Files 8-K for Material Agreement

TL;DR

ClearSign filed an 8-K for a material agreement & unregistered equity sale. Details to follow.

AI Summary

ClearSign Technologies Corporation entered into a Material Definitive Agreement on April 22, 2024, related to the unregistered sale of equity securities. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and headquartered in Tulsa, Oklahoma.

Why It Matters

This 8-K filing indicates a significant event for ClearSign Technologies, potentially involving new funding or strategic partnerships through the sale of equity.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity can signal significant financial or strategic shifts that carry inherent risks.

Key Players & Entities

• ClearSign Technologies Corporation (company) — Registrant
• April 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Tulsa, Oklahoma (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Common Stock"), or pre-
• $5,000,000 — gregate gross proceeds of approximately $5,000,000 to be consummated concurrently with an

Filing Documents

• tm2412465d1_8k.htm (8-K) — 33KB
• tm2412465d1_ex4-1.htm (EX-4.1) — 105KB
• tm2412465d1_ex5-1.htm (EX-5.1) — 15KB
• tm2412465d1_ex10-1.htm (EX-10.1) — 17KB
• tm2412465d1_ex5-1img01.jpg (GRAPHIC) — 3KB
• 0001104659-24-050306.txt ( ) — 380KB
• clir-20240422.xsd (EX-101.SCH) — 3KB
• clir-20240422_lab.xml (EX-101.LAB) — 33KB
• clir-20240422_pre.xml (EX-101.PRE) — 22KB
• tm2412465d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on April 19, 2024, ClearSign Technologies Corporation (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited investor ("Private Purchaser") whereby the Company agreed to issue shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), or pre-funded warrants to purchase Common Stock in lieu thereof, and redeemable warrants to purchase shares of Common Stock, in a private placement (the "Concurrent Private Offering") for aggregate gross proceeds of approximately $5,000,000 to be consummated concurrently with an underwritten public offering. On April 22, 2024, the Company and the Private Purchaser entered into an Amendment to the Securities Purchase Agreement (the "Amendment") to provide for, among other things, a revised allocation of the Private Purchaser's subscription between shares of Common Stock and pre-funded warrants to purchase Common Stock in lieu thereof. Pursuant to the Amendment, the Private Purchaser has subscribed for: (i) 2,249,763 shares of Common Stock (the "Private Shares"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 3,155,642 shares of Common Stock (the "Pre-Funded Warrant Shares") and (iii) redeemable warrants (the "Private Warrants") to purchase up to 8,108,106 shares of Common Stock. The Pre-Funded Warrants are each exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will expire when exercised in full. The Company is prohibited from effecting an exercise of any Pre-Funded Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by the holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or d

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 Private Shares, Private Warrants, Private Warrant Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares have not been registered under the Securities Act of 1933, as amended (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. 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 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 filed with the SEC on April 23, 2024.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. (d) Exhibits. Exhibit No. Description 4.1* Form of Pre-Funded Warrant. 5.1* Opinion of Mitchell Silberberg & Knupp LLP. 10.1* Amendment to Securities Purchase Agreement, dated as of April 22, 2024. 23.1* Consent of Mitchell Silberberg & Knupp LLP (contained in Exhibit 5.1). 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed 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: April 23, 2024 CLEARSIGN TECHNOLOGIES CORPORATION By: /s/ Colin James Deller Name: Colin James Deller Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR