ClearSign Technologies Corp Files 8-K with Material Agreements

TL;DR

ClearSign filed an 8-K detailing material agreements, equity sales, and corporate governance updates.

AI Summary

ClearSign Technologies Corporation announced on June 24, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. Additionally, matters were submitted to a vote of security holders, and financial statements and exhibits were filed.

Why It Matters

This filing indicates significant corporate actions and potential strategic shifts for ClearSign Technologies, which could impact its future operations and shareholder value.

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
• June 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — common stock of the Company, par value $0.0001 per share (the "common stock"), followi
• $4.3 million — gregate gross proceeds of approximately $4.3 million . Except as otherwise expressly provide
• $1.05 — be exercisable at an exercise price of $1.05 per share, will be exercisable 6 months
• $2.275 — mon stock reported equals to or exceeds $2.275 for any 20 business days within a 30 co

Filing Documents

• tm2418248d1_8k.htm (8-K) — 54KB
• tm2418248d1_ex3-1.htm (EX-3.1) — 11KB
• tm2418248d1_ex10-1.htm (EX-10.1) — 185KB
• tm2418248d1_ex10-2.htm (EX-10.2) — 14KB
• tm2418248d1_ex3-1img001.jpg (GRAPHIC) — 5KB
• tm2418248d1_ex3-1img002.jpg (GRAPHIC) — 5KB
• tm2418248d1_ex3-1img003.jpg (GRAPHIC) — 7KB
• 0001104659-24-075194.txt ( ) — 511KB
• clir-20240624.xsd (EX-101.SCH) — 3KB
• clir-20240624_lab.xml (EX-101.LAB) — 33KB
• clir-20240624_pre.xml (EX-101.PRE) — 22KB
• tm2418248d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, pursuant to a Stock Purchase Agreement, dated July 12, 2018, between ClearSign Technologies Corporation (the "Company") and clirSPV LLC (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, par value $0.0001 per share (the "common stock"), following an offering of the Company's securities, subject to certain exceptions, on terms and conditions no different from those offered to other purchasers (the "Participation Right"). On June 24, 2024, following the SPV's notice to exercise its Participation Right, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with the SPV whereby the Company issued an aggregate of (i) 3,907,000 shares of common stock, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 786,000 shares of common stock, and (iii) redeemable warrants (the "Private Warrants," together with the Pre-Funded Warrants, the "Warrants") to purchase up to 7,039,500 shares of common stock. Subsequently, on June 26, 2024, the Company and the SPV entered into an Amendment to the Securities Purchase Agreement (the "Amendment") to provide for a revised allocation of the SPV's subscription between shares of common stock and Pre-Funded Warrants in lieu thereof. Pursuant to the Amendment, the SPV has subscribed for: (i) 3,350,000 shares of Common Stock (the "Shares"), (ii) Pre-Funded Warrants to purchase up to 1,343,000 shares of common stock (the "Pre-Funded Warrant Shares") and (iii) Private Warrants to purchase up to 7,039,500 shares of Common Stock ("Private Warrant Shares," together with the Pre-Funded Warrant Shares, the "Warrant Shares"), for aggregate gross proceeds of approximately $4.3 million . Except as otherwise expressly provided

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 Shares, Warrants and Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and were instead offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 25, 2024, the Company held its annual meeting of stokcholders (the "Annual Meeting"). As further described below under Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company's stockholders approved an amendment to the Company's certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of common stock to 87,500,000 (the "Charter Amendment"), which had been previously approved by the Company's board of directors (the "Board"), subject to approval by the Company's stockholders. Accordingly, on June 25, 2024, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to effectuate the Chater Amendment, and the Certificate of Amendment became effective upon filing. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on from 8-K and incorporated herein by reference.

07 Submission of Matters to a Vote

Item 5.07 Submission of Matters to a Vote of Security Holders. At the beginning of the Annual Meeting, there were 29,868,242 shares of common stock present or represented by proxy at the Annual Meeting, which represented approximately 65.05% of the voting power of the shares of the Company's outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of common stock were entitled to one vote for each share held as of the close of business on April 29, 2024. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The six (6) proposals below are each described in more detail in the proxy Proposal 1 . Election of Directors. Nominee Name For Withheld Broker Non- Votes Colin James Deller 11,028,490 9,681,438 9,158,314 Catharine M. de Lacy 10,245,020 10,464,908 9,158,314 David M. Maley 10,270,226 10,439,702 9,158,314 Judith S. Schrecker 10,988,024 9,721,904 9,158,314 Each of the four nominees standing for re-election as a director was elected to serve on the Board until the election and qualification of his or her successor or until his or her earlier death, resignation, or removal. Proposal 2 . Ratification of BPM CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. For Against Abstentions 25,601,920 319,343 3,946,979 There were no broker non-votes on this proposal. The stockholders ratified the appointment of BPM CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Proposal 3 . Approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock to 87,500,000. For Against Abs

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1* Certificate of Amendment, as filed with the Secretary of the State of Delaware on June 26, 2024. 4.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed with the Securities and Exchange Commission on April 23, 2024). 4.2 Form of Private Warrant (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed with the Securities and Exchange Commission on April 19, 2024). 10.1* Securities Purchase Agreement, dated June 24, 2024, 10.2* Amendment to Securities Purchase Agreement, dated June 26, 2024. 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: June 26, 2024 CLEARSIGN TECHNOLOGIES CORPORATION By: /s/ Colin James Deller Name: Colin James Deller Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR