ClearSign Technologies Corp Files S-1/A Amendment

TL;DR

ClearSign Tech (CLIR) filed an S-1/A. Looks like they're prepping for something big.

AI Summary

ClearSign Technologies Corporation filed an S-1/A amendment on August 20, 2025, for its registration statement. The company, formerly known as Clearsign Combustion Corp, is incorporated in Delaware and headquartered in Tulsa, Oklahoma. This filing relates to the Securities Act of 1933.

Why It Matters

This S-1/A filing indicates ClearSign Technologies Corp is moving forward with a securities registration, which could involve a new offering or significant corporate changes.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate actions like stock offerings, which can dilute existing shareholders or signal financial needs.

Key Numbers

• 333-289549 — SEC File Number (Identifies the specific registration filing)
• 251237214 — Film Number (Internal SEC processing number)

Key Players & Entities

• ClearSign Technologies Corporation (company) — Registrant
• Clearsign Combustion Corp (company) — Former company name
• August 20, 2025 (date) — Filing date
• 333-289549 (registration_number) — SEC file number
• Colin James Deller (person) — Chief Executive Officer
• Blake Baron (person) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — 7,222 shares of common stock, par value $0.0001 per share, at an exercise price of $1.0
• $1.05 — 0001 per share, at an exercise price of $1.05 per share, which Warrants were previous
• $5.5 million — onal information. We may receive up to $5.5 million upon the exercise of the Warrants, if a
• $0.5353 — price of our common stock on Nasdaq was $0.5353. You should read this prospectus, tog
• $1 — ment to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listi
• $6,122,650 — gregate gross proceeds of approximately $6,122,650. Wainwright ATM Program On July 17,
• $10,390,000 — ng an aggregate offering price of up to $10,390,000 (the “Placement Shares”). T

Filing Documents

• tm2523685d1_s1a.htm (S-1/A) — 222KB
• tm2523685d1_ex23-1.htm (EX-23.1) — 3KB
• tm2523685d1_s1img001.jpg (GRAPHIC) — 14KB
• 0001104659-25-080929.txt ( ) — 245KB

Use of Proceeds

Use of Proceeds 11 Determination of Offering Price 12

Description of Securities Being Offered

Description of Securities Being Offered 13 Plan of Distribution 14 Legal Matters 14 Experts 15 Information Incorporated by Reference 15 Where You Can Find More Information 15 3 ABOUT THIS PROSPECTUS This prospectus provides you with a general description of the shares of common stock issuable upon exercise of the Warrants offered by us. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering. We also may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the You should read both this prospectus and any applicable prospectus supplement together with the additional information about our company to which we refer you in the sections of this prospectus titled “Where You Can Find More Information” and “Information Incorporated by Reference.” You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. We have not authorized any dealer, salesperson or other person to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date.

Forward-looking statements

Forward-looking statements in this prospectus include, without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: our limited cash, history of losses, and our expectation that we will continue to experience operating losses and negative cash flows in the near future; our ability to successfully develop and implement our technologies and achieve profitability; our limited operating history; our ability to maintain the listing of our common stock on Nasdaq; changes in government regulations that could substantially reduce, or even eliminate, the need for our technology; emerging competition and rapidly advancing technology in our industry that may outpace our technology; customer demand for the products and services we develop; the impact of competitive or alternative products, technologies, and pricing; our ability to manufacture any products we design; general economic conditions and events and the impact they may have on us and our potential customers; the impact of global supply-chain constraints and the threat of, or implementation of, tariffs on imported or exported goods and materials may adversely affect our commercialization efforts and business operations; our revenue has been highly concentrated among a small number or customers, and our results of operations could be harmed if we lose a key revenue source and fail to replace it; the impact of a cybersecurity incident or other technology disruption; our ability to protect our intellectual property; our ability to obtain adequate financing in the future; our ability to retain and hire personnel with the experience and talent to develop our products and business; our success at managing the risk

View Full Filing

View this S-1/A filing on SEC EDGAR