ClearSign Technologies Corp Reports Director/Officer Changes

TL;DR

ClearSign (CLIR) filed an 8-K on 6/16 for director/officer changes & comp plans.

AI Summary

ClearSign Technologies Corporation filed an 8-K on June 16, 2024, reporting changes in its board of directors and certain officers, along with updates to compensatory arrangements. The filing also includes other events and financial statements/exhibits. The company was formerly known as Clearsign Combustion Corp.

Why It Matters

Changes in a company's board and executive officers can signal shifts in strategy, governance, or operational focus.

Risk Assessment

Risk Level: medium — Changes in leadership and executive compensation can sometimes indicate underlying business challenges or strategic realignments that may impact future performance.

Key Players & Entities

• ClearSign Technologies Corporation (company) — Registrant
• Clearsign Combustion Corp (company) — Former company name
• June 16, 2024 (date) — Date of earliest event reported
• 001-35521 (other) — Commission File Number

FAQ

Filing Documents

• tm2417562d1_8k.htm (8-K) — 31KB
• tm2417562d1_ex99-1.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001104659-24-073167.txt ( ) — 226KB
• clir-20240616.xsd (EX-101.SCH) — 3KB
• clir-20240616_lab.xml (EX-101.LAB) — 33KB
• clir-20240616_pre.xml (EX-101.PRE) — 22KB
• tm2417562d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 16, 2024, Robert T. Hoffman, Sr., notified the board of directors (the "Board") of ClearSign Technologies Corporation (the "Company") that he resigned from the Board, effective immediately. At the time of his resignation, Mr. Hoffman was not a member of any of the Board's committees. Mr. Hoffman's decision to resign was not as a result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company's operations, policies or practices. Mr. Hoffman had served as a designee of clirSPV LLC (the "SPV"), pursuant to that certain Voting Agreement, dated July 12, 2018, by and between the Company and the SPV (the "Voting Agreement"). As a result of Mr. Hoffman's resignation and in accordance with the Voting Agreement, the SPV nominated a successor designee for review by the Board's Nominating and Corporate Governance Committee, including the candidate's background, relevant experience, and professional and personal reputation, which review is currently in process.

01 Other

Item 8.01 Other Events. As previously disclosed, pursuant to a Stock Purchase Agreement, dated July 12, 2018, between the Company and the SPV, as modified from time to time, the SPV 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 of the Company following an offering of the Company's securities on terms and conditions no different from those offered to other purchasers (the "Participation Right"). On June 14, 2024, the Company received notice that the SPV will purchase 3,907,000 shares of common stock, pre-funded warrants to purchase up to 786,000 shares of common stock and redeemable warrants to purchase up to 7,039,500 shares of common stock, pursuant to this Participation Right, which is being fully exercised in connection with the Company's recently consummated underwritten public offering and concurrent private placement. The Participation Right exercise by the SPV and the transactions contemplated thereby are expected to close on or about June 24, 2024, subject to the satisfaction of customary closing conditions. The full description of the pre-funded warrants and redeemable warrants to purchase shares of common stock being issued in connection with the Participation Right is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to the Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on April 23, 2024 and April 19, 2024, respectively. On June 20, 2024, the Company issued a press release announcing both the resignation of Mr. Hoffman and the full Participation Right exercise notice from the SPV. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this "Form 8-K") and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Ac

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1** Press Release, dated June 20, 2024. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. 3 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 20, 2024 CLEARSIGN TECHNOLOGIES CORPORATION By: /s/ Colin James Deller Name: Colin James Deller Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR