ClearSign Technologies Files 8-K on Equity Sales

TL;DR

ClearSign filed an 8-K for equity sales & other events. Keep an eye on their next moves.

AI Summary

ClearSign Technologies Corporation filed an 8-K on May 10, 2024, reporting on unregistered sales of equity securities and other events. The filing details the company's operations and financial reporting, including exhibits related to its business. Specific dollar amounts or dates of transactions were not detailed in the provided text.

Why It Matters

This filing provides updates on ClearSign Technologies' corporate activities, including potential equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can indicate potential dilution or changes in the company's capital structure, which may carry inherent risks.

Key Players & Entities

• ClearSign Technologies Corporation (company) — Registrant
• 8023 E. 63rd Place, Suite 101 Tulsa, Oklahoma 74133 (location) — Principal executive offices
• May 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — Shares") of its common stock, par value $0.0001 per share ("Common Stock"), and accompa
• $0.92 — 14 shares of Common Stock at a price of $0.92 per set of one share of Common Stock an
• $0.91 — n Stock, yielding an effective price of $0.91 per share of Common Stock and $0.01 per
• $0.01 — of $0.91 per share of Common Stock and $0.01 per accompanying Common Warrant, for ag
• $637,665, b — gregate gross proceeds of approximately $637,665, before deducting underwriting discounts,

Filing Documents

• tm2414178d1_8k.htm (8-K) — 31KB
• 0001104659-24-059982.txt ( ) — 200KB
• clir-20240510.xsd (EX-101.SCH) — 3KB
• clir-20240510_lab.xml (EX-101.LAB) — 33KB
• clir-20240510_pre.xml (EX-101.PRE) — 22KB
• tm2414178d1_8k_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained below in Item 8.01 is hereby incorporated by reference into this Item 3.02. The offer and sale of the Underwriter's Warrants and Underwriters's Warrant Shares (each as defined below) has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

01 Other Events

Item 8.01 Other Events. As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 19, 2024, ClearSign Technologies Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Public Ventures, LLC, as underwriter (the "Underwriter"), relating to the Company's public offering (the "Offering") of 4,620,760 shares (the "Shares") of its common stock, par value $0.0001 per share ("Common Stock"), and accompanying redeemable warrants to purchase up to 4,620,760 shares of Common Stock (the "Common Warrants"). The Common Warrants were offered and sold at a ratio of one Common Warrant for every one share of Common Stock purchased in the Offering. Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 45-day option (the "Over-Allotment Option") to purchase an additional (i) 693,114 shares of Common Stock only or (ii) 693,114 shares of Common Stock and 693,114 accompanying Common Warrants (the "Over-Allotment Securities"). The Offering closed on April 23, 2024. On May 10, 2024, the Underwriter notified the Company of its intention to exercise its Over-Allotment Option in full to purchase 693,114 shares of Common Stock and accompanying Common Warrants to purchase up to 693,114 shares of Common Stock at a price of $0.92 per set of one share of Common Stock and accompanying Common Warrant to purchase one share of Common Stock, yielding an effective price of $0.91 per share of Common Stock and $0.01 per accompanying Common Warrant, for aggregate gross proceeds of approximately $637,665, before deducting underwriting discounts, commissions, and other offering expenses payable by the Company (and not including the exercise of the Common Warrants issued pursuant to the Over-Allotment Option). In connection with the exercise of the Over-Allotment Option, and in accordance with the Underwriting Agreement, the Company agreed to issue to the Underwr

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: May 10, 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