ClearSign Technologies Corporation Prices Underwritten Public Offering of Common Stock

ClearSign Technologies (Nasdaq: CLIR) priced an underwritten public offering of 777,780 shares at $4.33 per share, for estimated gross proceeds of $3,367,787.

Rhea-AI Summary

ClearSign Technologies (Nasdaq: CLIR) priced an underwritten public offering of 777,780 shares at $4.33 per share, for estimated gross proceeds of $3,367,787. The underwriter has a 30-day option to buy up to 15% more shares, potentially raising $3,872,955.51 in total. Proceeds will fund working capital, R&D, marketing, sales and general corporate purposes.

Positive

• Underwritten offering targets gross proceeds of approximately $3.37 million
• Over-allotment option could lift total gross proceeds to about $3.87 million
• Proceeds earmarked for working capital, R&D, marketing, sales and corporate uses

Negative

• Issuance of 777,780 new shares plus a 15% option will dilute existing shareholders

Argus May 29 session

+1.54% close to close Open Argus

Details

News Market Reaction – CLIR

On May 29, the day this news came out, CLIR closed 1.54% above the previous close.

Data tracked by StockTitan Argus for the May 29 session.

Key Figures

Shares offered: 777,780 shares Offering price: $4.33 per share Gross proceeds: $3,367,787 +3 more

Shares offered

777,780 shares

Underwritten public offering size

Offering price

$4.33 per share

Public offering price

Gross proceeds

$3,367,787

Initial gross proceeds from offering

Over-allotment option

15% additional shares

Underwriter option on offering size

Max gross proceeds

$3,872,955.51

If over-allotment option fully exercised

Option period

30 days

Underwriter over-allotment option duration

Historical Context

5 past events · Latest: May 20

5 events

1. May 20

   Q1 2026 update

   24h Move

   +2.2%

   Quarter update with new orders, hydrogen burner progress, and cash position.

2. May 20

   Burner order

   24h Move

   +1.1%

   M1 burner purchase order for a midstream heater in West Texas.

3. May 14

   Refinery project

   24h Move

   +17.0%

   Next phase order in 32-burner California refinery retrofit project.

4. May 06

   Earnings call

   24h Move

   +0.0%

   Announcement of first quarter 2026 conference call and webcast logistics.

5. Apr 09

   FY 2025 results

   24h Move

   -14.4%

   Record Q4 and 2025 revenue with growing burner pipeline but margin pressure.

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

Key Terms

underwritten public offering, over-allotments, book-running manager, prospectus supplement, +3 more

7 terms

underwritten public offering financial

"today announces the pricing of an underwritten public offering with primarily..."

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

over-allotments financial

"up to an additional 15% of the shares... to cover over-allotments in connection..."

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

book-running manager financial

"Newbridge Securities Corporation is acting as the sole book-running manager..."

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

prospectus supplement regulatory

"A preliminary prospectus supplement relating to the Public Offering has been filed..."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"the prospectus supplement and the accompanying base prospectus, as may be..."

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

free writing prospectus regulatory

"as may be further supplemented by any free writing prospectus and/or pricing..."

A free writing prospectus is any written communication about a public securities offering that supplements the formal registration document and is delivered to potential investors without being filed in full in the official registration statement. It matters because it can include up-to-the-minute details, risks, or projections that affect how investors value the offering—think of it as a real-time update or flyer that adds important context beyond the static, formal brochure.

pricing supplement regulatory

"free writing prospectus and/or pricing supplement that the Company may file..."

A pricing supplement is a short, final document that gives the exact terms of a new securities offering—such as the price, interest rate, size and settlement date—building on the broader prospectus. Think of it as the day’s receipt that turns a general menu into the specific order; investors use it to see the concrete deal terms that determine value, yield and whether to buy.

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

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TULSA, OK / ACCESS Newswire / May 29, 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 pricing of an underwritten public offering with primarily existing stockholders of 777,780 shares of its common stock (the "Public Offering") at a price to the public of $4.33 per share, for gross proceeds of $3,367,787. The Company has also granted to the underwriter a 30-day option to purchase, at the same price per share as the underwriter paid for the initial shares, up to an additional 15% of the shares of common stock offered in the Public Offering to cover over-allotments in connection with the Public Offering, which if exercised in full would increase the gross proceeds to $3,872,955.51.

The Public Offering is expected to close on or about June 1, 2026, subject to customary closing conditions.

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

Newbridge Securities Corporation is acting as the sole book-running manager of the Public Offering.

The shares described above are being offered by ClearSign pursuant to a shelf registration statement on Form S-3 (File No. 333-288736) previously filed with and subsequently declared effective by the Securities and Exchange Commission ("SEC"). A preliminary prospectus supplement relating to the Public Offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. A final prospectus supplement describing the terms of the Public Offering will be filed with the SEC. The Public Offering will be made only by means of the prospectus supplement and the accompanying base prospectus, as may be further supplemented by any free writing prospectus and/or pricing supplement that the Company may file with the SEC. Copies of the preliminary prospectus supplement and accompanying base prospectus and, when available, the final prospectus supplement relating to this Public Offering, may be obtained from Newbridge Securities Corporation, Attn: Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, email: syndicate@newbridgesecurities.com, telephone: (877) 447-9625.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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.

Cautionary Note on Forward-Looking Statements

All statements in this press release that are not based on historical fact constitute "forward-looking statements," including, but not limited to, statements relating to the Company's anticipated use of the net proceeds of the Public Offering and the timing and completion of the Public Offering. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements containing the terms "intends," "estimates," "may," "might," "will" or other similar expressions to be uncertain and forward-looking. For further information on these and other risks and uncertainties that may affect the Company's business, see the "Risk Factors" section of the Company's filings with the SEC, including ClearSign's Annual Report on Form 10-K filed with the SEC on March 31, 2026, Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026 and the preliminary prospectus supplement filed with the SEC on May 28, 2026 and the final prospectus supplement to be filed with the SEC. There can be no assurance that forward-looking information will prove to be accurate, as actual results could differ materially from those anticipated in such statements. Accordingly, ClearSign cautions readers not to place undue reliance on any forward-looking statements. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key details of the ClearSign (CLIR) May 2026 stock offering?

ClearSign priced an underwritten public offering of 777,780 common shares at $4.33 each, raising about $3.37 million. According to ClearSign, the underwriter also holds a 30-day option to purchase up to 15% additional shares at the same price.

How much money will ClearSign (CLIR) raise from its May 29, 2026 stock sale?

ClearSign expects gross proceeds of approximately $3,367,787 from selling 777,780 shares at $4.33. According to ClearSign, if the 15% over-allotment option is fully exercised, total gross proceeds could increase to roughly $3,872,955.51 before expenses.

What will ClearSign (CLIR) use the proceeds from the May 2026 offering for?

ClearSign plans to use net proceeds for working capital, research and development, marketing and sales, and general corporate purposes. According to ClearSign, the capital is intended to support ongoing operations and growth initiatives rather than a specific acquisition or one-time transaction.

When is the ClearSign (CLIR) underwritten public offering expected to close?

The ClearSign underwritten public offering is expected to close on or about June 1, 2026. According to ClearSign, the closing remains subject to customary closing conditions typically required in underwritten equity transactions with institutional investors and brokers.

Who is managing the ClearSign (CLIR) May 2026 underwritten stock offering?

Newbridge Securities is acting as the sole book-running manager for ClearSign’s underwritten public offering. According to ClearSign, investors can obtain the preliminary and final prospectus supplements for the transaction directly from Newbridge’s Equity Syndicate Department or through the SEC’s website.

How could the May 2026 ClearSign (CLIR) stock offering affect existing shareholders?

The issuance of 777,780 new shares, plus a possible 15% additional allotment, will dilute existing ownership percentages. According to ClearSign, the trade-off is additional capital to fund working capital, R&D, marketing, sales, and broader corporate activities supporting the business.

What is the over-allotment option in the ClearSign (CLIR) May 2026 offering?

The underwriter has a 30-day option to buy up to 15% more shares at the same price. According to ClearSign, exercising this option would increase gross proceeds from around $3.37 million to approximately $3.87 million, before deducting underwriting discounts and expenses.