ClearSign Technologies Corp Files 8-K

Ticker: CLIR · Form: 8-K · Filed: Apr 25, 2024 · CIK: 1434524

Sentiment: neutral

Topics: 8-K, financial-reporting, operations

TL;DR

ClearSign Tech filed an 8-K on 4/23, expect financial updates soon.

AI Summary

ClearSign Technologies Corporation filed an 8-K on April 25, 2024, reporting on results of operations, financial condition, and other events as of April 23, 2024. The filing includes financial statements and exhibits, with the company's principal executive offices located in Tulsa, Oklahoma.

Why It Matters

This 8-K filing provides updates on ClearSign Technologies' operational and financial status, which is crucial for investors to assess the company's performance and future prospects.

Risk Assessment

Risk Level: low — This is a routine 8-K filing reporting on operational and financial events, not indicating any immediate or significant new risks.

Key Players & Entities

FAQ

What specific financial results or operational events are detailed in this 8-K filing?

The filing indicates it covers 'Results of Operations and Financial Condition' and 'Other Events' as of April 23, 2024, but the specific details are within the attached documents.

When was the earliest event reported in this filing?

The earliest event reported was on April 23, 2024.

What is the primary purpose of this 8-K filing for ClearSign Technologies Corp?

The filing serves to report on the company's results of operations and financial condition, as well as other material events, in accordance with SEC regulations.

Where are ClearSign Technologies Corp's principal executive offices located?

The principal executive offices are located at 8023 E. 63rd Place, Suite 101, Tulsa, Oklahoma 74133.

What is the Commission File Number for ClearSign Technologies Corp?

The Commission File Number for ClearSign Technologies Corp is 001-35521.

Filing Stats: 887 words · 4 min read · ~3 pages · Grade level 10.9 · Accepted 2024-04-25 17:16:02

Filing Documents

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. To the extent required, the information set forth below in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 23, 2024, ClearSign Technologies Corporation (the "Company") issued a press release announcing the results of operations for the year and quarter ended December 31, 2023 (the "Financial Results"). The press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in its entirety into this Item 7.01. Also on April 23, 2024, the Company held a conference call discussing the Financial Results and other business related information. A transcript of this conference call is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in its entirety into this Item 7.01. The information furnished with this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. As previously disclosed, on November 24, 2023, the Company was notified by the Nasdaq Stock Market LLC ("Nasdaq") that it was not in compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A) because the Company's Board of Directors (the "Board"), at the time of such notification, did not have a majority of directors who would be considered "independent directors," as that term is defined in Nasdaq Listing Rule 5605(a)(2), and the Board's Audit & Risk Committee (the "Audit Committee") consisted of only two independent directors as a result of the resignation of Gary DiElsi from the Board. The Company was initially given a cure period in order to regain compliance (i) until the earlier of the Company's next annual stockholders' meeting or November 11, 2024 , or (ii) if the next annual stockholders' meeting was to be held before May 7, 2024, then the Company would need to evidence compliance by no later than May 7, 2024. On April 25, 2024, the Company received a letter from Nasdaq informing the Company that it had regained compliance with the Board and Audit Committee composition requirements as set forth in Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A), respectively. To regain compliance, the Company was required to identify and select a member for the Board who qualified as "independent" and would meet the Audit Committee criteria set forth in Nasdaq Listing Rule 5605. This requirement was met on April 23, 2024, when David Maley was appointed as a member of the Board and Audit Committee, which appointment was disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2024.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1** Press Release, dated April 23, 2024. 99.2** Transcript of Conference Call held on April 23, 2024. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * 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: April 25, 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

View on Read The Filing