ClearSign Technologies Files S-1 for Security Registration

TL;DR

ClearSign Tech filed an S-1, looks like they're prepping to sell more stock.

AI Summary

ClearSign Technologies Corporation filed an S-1 registration statement on May 20, 2024, to register securities under the Securities Act of 1933. The company, formerly known as Clearsign Combustion Corp, is incorporated in Delaware and headquartered in Tulsa, Oklahoma. The filing indicates a potential offering of securities, though specific dollar amounts and dates for the offering are not detailed in this initial document.

Why It Matters

This S-1 filing signals ClearSign Technologies' intent to raise capital through the sale of securities, which could impact its future operations and stock valuation.

Risk Assessment

Risk Level: medium — S-1 filings often precede stock offerings, which can dilute existing shares or indicate financial needs, but the specific terms and market conditions are not yet defined.

Key Numbers

• 333-279550 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 24965113 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• ClearSign Technologies Corporation (company) — Registrant
• Clearsign Combustion Corp (company) — Former company name
• May 20, 2024 (date) — Filing date
• Colin James Deller (person) — Chief Executive Officer
• Blake Baron (person) — Counsel
• Nimish Patel (person) — Counsel
• 3823 (dollar_amount) — Standard Industrial Classification Code

FAQ

Key Financial Figures

• $0.0001 — ”) of our common stock, par value $0.0001 per share (the “common stock&rdqu
• $0.82 — price of our common stock on Nasdaq was $0.82. You should read this prospectus, toge

Filing Documents

• tm2414836d1_s1.htm (S-1) — 293KB
• tm2414836d1_ex5-1.htm (EX-5.1) — 12KB
• tm2414836d1_ex10-25.htm (EX-10.25) — 11KB
• tm2414836d1_ex23-1.htm (EX-23.1) — 2KB
• tm2414836d1_ex107.htm (EX-FILING FEES) — 20KB
• image_001.jpg (GRAPHIC) — 2KB
• tm2414836d1_s1img001.jpg (GRAPHIC) — 15KB
• tm2414836d1_s1img002.jpg (GRAPHIC) — 4KB
• 0001104659-24-063437.txt ( ) — 370KB

Use of Proceeds

Use of Proceeds 14 Private Placement 15 Selling Stockholder 15

Description of Securities

Description of Securities 17 Plan of Distribution 23 Legal Matters 25 Experts 25 Information Incorporated by Reference 25 Where You Can Find More Information 26 3 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC to register the securities described in this prospectus for resale by the selling stockholder who may, from time to time, sell the securities described in this prospectus. We will not receive any proceeds from the sale of shares of common stock by the selling stockholder pursuant to this prospectus. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to this offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find Additional Information.” Neither we, nor the selling stockholder, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the selling stockholder take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the selling stockholder will not make an offer t

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; our doing business in China and related risks with respect to intellectual property protection, currency exchange, contract enforcement, rules on foreign investment; 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 risks involved in the foregoing items; and other factors discussed in this prospectus. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” &ldquo

View Full Filing

View this S-1 filing on SEC EDGAR