Clearsign Technologies Corp SEC Filings

ClearSign Technologies Corporation reported that it released its financial results for the quarter ended September 30, 2025. On November 19, 2025, the company issued a press release detailing these results and held a conference call to discuss the financial performance and other business information. The press release and the call transcript are provided as Exhibits 99.1 and 99.2 to this Form 8-K and are furnished, rather than filed, which limits their use for certain liability purposes under the Exchange Act.

ClearSign Technologies Corporation reported governance and compensation updates approved on November 11, 2025. The Board adopted Amended and Restated Bylaws that set director elections to require a majority of votes cast, except when there are more nominees than seats, in which case a plurality voting standard will apply. The bylaws also tighten procedures for stockholder proposals and director nominations, including a longer advance notice window and new requirements for proof of continuous beneficial ownership and a commitment to hold shares through the annual meeting.

Separately, the Human Capital and Compensation Committee approved revised forms of stock option, restricted stock unit, and restricted stock award agreements for future grants under the 2021 Equity Incentive Plan. These agreements now apply Delaware governing law and Delaware courts for jurisdiction and venue, aligning them with the company’s state of incorporation.

ClearSign Technologies filed its Q3 2025 report, showing lower activity and continued operating losses. Revenue was $1.03 million with gross profit of $0.37 million, while the company posted a net loss of $1.43 million for the quarter. For the nine months, revenue was $1.56 million and net loss was $5.19 million.

Cash and cash equivalents were $10.49 million, and working capital totaled $8.17 million as of September 30, 2025. Contract liabilities rose to $1.15 million, reflecting customer prepayments on projects not yet completed. Stockholders’ equity was $9.08 million with no debt.

The company established a new at-the-market program of up to $10.39 million and noted Nasdaq’s extension to regain the $1.00 minimum bid price by March 30, 2026. Operating expenses increased year over year, driven mainly by non-cash RSU vesting tied to board departures and higher legal/audit costs, partially offset by prior China-related accruals not repeating.

ClearSign Technologies (CLIR) reported a director equity transaction. On 10/01/2025, a non‑executive director acquired 24,621 restricted stock units (RSUs) at $0.00 under the company’s 2021 Equity Incentive Plan as compensation for the quarter ending December 31, 2025.

The RSUs vest upon the first to occur of a change in control, disability, death, or separation from service. After this grant, the reporting person directly beneficially owned 70,266 derivative securities.

ClearSign Technologies (CLIR) reported a director equity grant on Form 4. On 10/01/2025, the reporting person acquired 26,830 restricted stock units (RSUs) at $0.00 as compensation for non‑executive director service for the quarter ending December 31, 2025. Each RSU represents the right to receive one share of common stock or the cash equivalent.

Following the transaction, 120,469 derivative securities were beneficially owned on a direct basis. The RSUs will vest upon the first to occur of a Change in Control, the reporting person’s Disability, death, or separation from service.

ClearSign Technologies Corporation reported changes to its board structure that restore compliance with Nasdaq’s director and audit committee independence rules. After two independent directors resigned in early August, the company had fallen out of compliance with Nasdaq Listing Rule 5605(b)(1) and 5605(c)(2)(A). On August 26, 2025, the board determined that director Anthony DiGiandomenico qualifies as an independent director under Nasdaq rules and appointed him to the Audit and Risk Committee. The board also named independent director G. Todd Silva as chair of the Audit Committee and designated him as the committee’s audit committee financial expert. Nasdaq subsequently confirmed on August 28, 2025 that ClearSign had regained compliance, although the board still plans to fill one remaining vacancy.

ClearSign Technologies (CLIR) filed a prospectus supplement describing an offering that would result in 57,693,504 shares of common stock outstanding assuming full exercise of the Warrants. The filing confirms the company’s common stock trades on Nasdaq under the symbol CLIR. The prospectus lists various dilutive instruments: restricted stock units (~1,077,000 shares), outstanding stock options (~2,397,000 shares at a weighted-average exercise price of $2.03), outside-plan options (~491,000 shares at $1.53), reserved plan shares (~1,692,000), consultant plan reserve (~278,000), underwriter warrants (425,109 shares at $1.1375), redeemable warrants (15,147,606 shares at $1.05), pre-funded warrants (2,795,395 at $0.0001), and placement agent warrants (432,432 at $1.1375). The prospectus references net tangible book value per share as of June 30, 2025 but does not state a figure in the provided excerpt. Two dates, May 15, 2025 and August 14, 2025, appear in the text.

ClearSign Technologies Corporation (CLIR) amended its S-1 registration, providing updated capital structure and exhibit information. The company states 57,693,504 shares of common stock would be outstanding immediately after this offering assuming full exercise of warrants. The prospectus discloses a net tangible book value per share of $0.18 as of June 30, 2025. The filing lists significant potential dilution: approximately 15,147,606 shares issuable upon exercise of certain redeemable warrants at $1.05, 2,795,395 shares from pre-funded warrants at $0.0001, and placement agent warrants for 432,432 shares. The document also updates exhibits and agreements incorporated by reference and notes the company’s Nasdaq ticker as CLIR.