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ClearSign Announces Private Placement of $1,770,000

ClearSign Technologies (Nasdaq: CLIR) completed a private placement of 500,000 common shares with an existing stockholder at $3.54 per share, generating gross proceeds of $1,770,000.

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private placement

ClearSign Technologies (Nasdaq: CLIR) completed a private placement of 500,000 common shares with an existing stockholder at $3.54 per share, generating gross proceeds of $1,770,000. The price reflects the average Nasdaq closing price over the five trading days ending June 21, 2026.

The placement closed on July 22, 2026. According to ClearSign, net proceeds will fund working capital, research and development, marketing and sales, and general corporate purposes. The securities were issued in an unregistered transaction under the Securities Act using applicable exemptions.

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Positive

  • Gross proceeds of $1.77 million from private placement
  • Pricing at market average based on five-day Nasdaq closing prices
  • Support from existing stockholder providing new capital without public offering costs

Negative

  • 500,000 new shares issued creating equity dilution for existing holders
  • Unregistered securities may limit immediate liquidity for the investor

News Explained

The completed issuance brings cash but reduces other holders’ proportional ownership; the resulting dilution is not quantified.

With the July 22 closing, the 500,000 new common shares became issued, reducing the proportional ownership of holders who did not receive them; the supplied data do not show the denominator needed to quantify that change.

A private placement is a sale to selected investors outside a public offering; here, the selected investor was an existing stockholder.

Because the securities were not registered, the release says they may not be offered or sold in the United States without registration or an applicable exemption.

The $1,770,000 gross proceeds equals 118.2 days of the latest reported quarterly operating cash outflow at that rate.

Sources and calculations
  • Offering gross against the last reported quarterly operating outflow, in days at that rate $1,770,000 / ($1,348,000 / 90) = 118.2 days
Argus Jul 23 session 9 alerts
+3.08% close to close 3.5x rel. volume Open Argus
Details

Market reaction after private placement: CLIR +3.08% in the Jul 23 session

-25.7% Trough in 42 min
$21.13M Market Cap

In the Jul 23 session, CLIR gained 3.08%, reflecting a moderate positive market reaction. Argus tracked a trough of -25.7% from its starting point during tracking. Our momentum scanner triggered 9 alerts that day, indicating moderate trading interest and price volatility. Trading volume was very high at 3.5x the daily average, suggesting strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The May 29 offering produced a 1.54% 24-hour move, while the July 1 burner-order news produced 12.26...
Analysis

The May 29 offering produced a 1.54% 24-hour move, while the July 1 burner-order news produced 12.26%. Those precedents frame this placement; low short positioning is the platform risk factor to watch.

Key Figures

Shares issued: 500,000 shares Placement price: $3.54 per share Gross proceeds: $1,770,000
Shares issued
500,000 shares
Private placement
Placement price
$3.54 per share
Average Nasdaq closing price for five trading days ending June 21, 2026
Gross proceeds
$1,770,000
Private placement completed July 22, 2026

Historical Context

5 past events · Latest: Jul 01
5 events
  1. Jul 01

    Burner order

    24h Move
    +12.3%

    Three M1 burner purchase order represented the third M Series order within one month.

  2. Jun 16

    Burner order

    24h Move
    -0.4%

    Additional M1 burner order was placed for a second midstream heater in West Texas.

  3. May 29

    Public offering

    24h Move
    +1.5%

    Underwritten offering priced 777,780 common shares at $4.33 per share.

  4. May 28

    Public offering

    24h Move
    +1.5%

    Company announced a proposed underwritten public offering with a 15% overallotment option.

  5. May 20

    Quarterly update

    24h Move
    +2.2%

    First-quarter update highlighted burner orders, hydrogen testing, and approximately $7.7 million cash.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, par value
2 terms
private placement financial
"today announces the completion of a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
par value financial
"common stock, par value $0.001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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At the Market Transaction With Existing Stockholder

TULSA, OK / ACCESS Newswire / July 23, 2026 / ClearSign Technologies Corporation (Nasdaq:CLIR) ("ClearSign" or the "Company"), a leader in advanced combustion and sensing technologies that help industrial operators dramatically reduce emissions, increase efficiency and support the use of cleaner fuels including hydrogen, today announces the completion of a private placement (the "Placement") of 500,000 shares of its common stock, par value $0.001 per share, with an existing stockholder at a price of $3.54 per share, the average closing price reported on Nasdaq for the five trading days ending on June 21, 2026, for gross proceeds of $1,770,000. The Placement closed on July 22, 2026.

ClearSign intends to use the net proceeds from the Placement for working capital, research and development, marketing and sales, and general corporate purposes.

"We very much appreciate, and are encouraged by, the continued the support of this long time stockholder," said Jim Deller, Ph.D., Chief Executive Officer of ClearSign.

The securities offered in the Placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About ClearSign Technologies Corporation

ClearSign Technologies Corporation designs and develops products and technologies for the purpose of decarbonization and improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety, the use of hydrogen as a fuel and overall cost-effectiveness. Our patented technologies, embedded in established OEM products as ClearSign Core and ClearSign Eye and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more information, please visit www.clearsign.com.

For further information:

Investor Relations:
Matthew Selinger
Firm IR Group for ClearSign
+1 415-572-8152
mselinger@firmirgroup.com

Cautionary Note on Forward-Looking Statements

All statements in this press release relating to the Placement that are not based on historical fact are "forward-looking statements." You can find many (but not all) of these statements by looking for words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "would," "should," "could," "may," "will" or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations on the Company's strategy, plans, intentions, performance, or future occurrences or results, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company's control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, the Company's anticipated use of the net proceeds of the Placement, and other factors identified in the Company's Annual Report on Form 10-K and other periodic and current reports filed with the U.S. Securities and Exchange Commission and available for review at www.sec.gov. Furthermore, the Company operates in a competitive environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and, except as may be required by law, undertakes no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware.

SOURCE: ClearSign Technologies



View the original press release on ACCESS Newswire

FAQ

What did ClearSign Technologies (CLIR) announce in its July 23, 2026 private placement?

ClearSign Technologies completed a private placement of 500,000 common shares for gross proceeds of $1,770,000. According to ClearSign, the shares were sold to an existing stockholder in an unregistered transaction under the Securities Act using applicable exemptions.

At what price was the CLIR private placement stock sold on July 22, 2026?

The private placement shares of CLIR were sold at $3.54 per share. According to ClearSign, this price equals the average Nasdaq closing price for the five trading days ending June 21, 2026, aligning the transaction with recent market levels.

How much capital did ClearSign (CLIR) raise in its July 2026 private placement?

ClearSign raised gross proceeds of $1,770,000 from selling 500,000 shares. According to ClearSign, net proceeds are earmarked for working capital, research and development, marketing and sales, and other general corporate purposes to support ongoing operations.

How will ClearSign Technologies (CLIR) use the proceeds from the $1.77 million private placement?

ClearSign plans to use net proceeds for working capital, R&D, marketing and sales, and general corporate purposes. According to ClearSign, this capital is intended to support development and commercialization of its combustion and sensing technologies across targeted industrial markets.

Who participated in the July 22, 2026 private placement of ClearSign (CLIR) shares?

The private placement was completed with an existing ClearSign stockholder, not new public investors. According to ClearSign, this long-time stockholder purchased 500,000 unregistered common shares, reflecting continued support for the company’s business and technology strategy.

Is the July 2026 ClearSign (CLIR) private placement registered under the Securities Act of 1933?

The securities issued in the July 2026 private placement were not registered under the Securities Act of 1933. According to ClearSign, the shares may not be offered or sold in the United States without registration or a valid exemption from registration requirements.

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