Welcome to our dedicated page for Clearsign Technologies SEC filings (Ticker: CLIR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ClearSign Technologies Corporation filings document the public-company record for an industrial combustion and sensing technology developer. Recent Form 8-K reports cover financial results, Regulation FD disclosures, conference-call materials, Nasdaq listing compliance, and capital-structure actions involving the company’s common stock.
Proxy materials disclose stockholder voting matters, charter amendment proposals, board and governance information, executive compensation, equity-award data and meeting procedures. The filing record also documents matters tied to the company’s Delaware corporate structure, common stock rights, reverse stock split approvals, and formal updates that connect operating results with ClearSign Core™, ClearSign Eye™ and related combustion-system commercialization.
ClearSign Technologies Corporation held its 2026 annual stockholder meeting, with 3,666,852 common shares present or represented by proxy, equal to 67.79% of voting power, which was sufficient for a quorum. Stockholders had one vote per share as of April 13, 2026.
All four director nominees—Louis J. Basenese, Colin James Deller, Anthony DiGiandomenico, and G. Todd Silva—were re-elected to the board. Stockholders also approved, on an advisory basis, the appointment of BPM CPA LLP as independent registered public accounting firm for the 2026 fiscal year.
In addition, stockholders approved the amended and restated 2021 Equity Incentive Plan, endorsed on an advisory basis the compensation paid to named executive officers, and approved an adjournment proposal allowing one or more adjournments of the meeting to solicit additional proxies if needed in the future.
ClearSign Technologies Corporation is selling 777,780 shares of common stock in a firm-commitment underwritten public offering at $4.33 per share. The company granted the underwriter a 30-day option to purchase up to 116,667 additional shares to cover over-allotments.
ClearSign expects net proceeds of approximately $2.94 million, which it plans to use for working capital, research and development, marketing and sales, and general corporate purposes. The offering, made under an effective Form S-3 shelf registration, is expected to close on or about June 1, 2026, and is primarily placed with existing stockholders.
Under the underwriting and related lock-up agreements, the company, its executive officers and directors generally agree not to sell additional common stock or related securities for 90 days, with a limited exception allowing sales under an existing at-the-market agreement beginning 30 days after the underwriting agreement date.
ClearSign Technologies is offering 777,780 shares of its common stock at a public offering price of $4.33 per share under a prospectus supplement to its Form S-3. The company granted the underwriter a 30-day option to purchase up to an additional 116,667 shares.
The prospectus states proceeds to ClearSign, before expenses, of $3,165,720.16 and estimates net proceeds of approximately $2,941,686. Shares outstanding are shown as 5,412,633 before the offering and 6,190,413 after giving effect to the sale. The offering is subject to a 90-day lock-up for officers and directors and customary closing conditions.
ClearSign Technologies Corporation filed a preliminary prospectus supplement under its effective Form S-3 shelf to offer shares of its common stock.
The supplement describes offering mechanics (price, underwriting discounts, and an underwriter over-allotment option) but leaves specific offering quantities and pricing blank in the excerpt. It discloses a 1-for-10 reverse stock split effective March 16, 2026, reports 5,412,633 shares outstanding as of May 28, 2026, a public float calculation of $36,786,497 based on 5,300,648 shares at $6.94 per share (April 6, 2026), notes suspension of its ATM program on May 26, 2026, and records a purchase order for an M1 Series burner expected for delivery in Q3 2026. The prospectus supplement states proceeds will be used for working capital, R&D, marketing and general corporate purposes.
On May 26, 2026, ClearSign Technologies Corporation suspended use of and terminated its existing at-the-market prospectus supplement, which had allowed sales of up to $10.39 million of common stock under a Form S-3 shelf registration.
The company confirms that no shares were sold under this at-the-market facility and the full $10.39 million capacity remained unused when the supplement was terminated. The underlying At The Market Offering Agreement with H.C. Wainwright & Co. remains in effect, but ClearSign will not sell shares under it unless a new prospectus supplement is filed with the SEC.
ClearSign Technologies reported first quarter 2026 results with approximately $200,000 in revenue, down from about $400,000 a year earlier, mainly due to lower spare parts deliveries. Gross profit declined after a $410,000 warranty accrual tied to potential modifications at a California refinery.
Net loss increased by $114,000 year over year, partially offset by a $369,000 reduction in general and administrative expenses, largely from lower legal costs. The company used about $1.3 million in operating cash in the quarter and held roughly $7.7 million in cash and cash equivalents as of March 31, 2026, with about 5.4 million shares outstanding following a 1-for-10 reverse stock split.
Operationally, ClearSign highlighted a multi-phase 32-burner project for a California refinery, a 36-burner order for a Texas facility focused on performance gains, additional “M” Series burner orders through Tulsa Heaters Midstream, and a fifth low-emission flare order in California. The company also reported successful sub-5 ppm NOx testing of its ClearSign Core Gen 2 flexible-fuel burner under a DOE SBIR program and a well-attended technology demonstration at Zeeco’s facility.
ClearSign Technologies Corporation reported a net loss of $2.19 million for the quarter ended March 31, 2026, slightly wider than the $2.08 million loss a year earlier. Revenue was $191 thousand, down from $401 thousand, as Q1 2025 included larger spare parts and engineering orders.
The company generated a gross loss of $393 thousand versus a prior gross profit, mainly due to a roughly $410 thousand warranty-related cost tied to process burners installed in 2025. Operating expenses fell to $1.89 million, driven by lower R&D and reduced legal spending after a prior special committee.
Cash and cash equivalents were $7.74 million with working capital of $6.61 million and no debt, and management believes this supports more than twelve months of operations. A 1-for-10 reverse stock split effective March 16, 2026 brought the share price back into compliance with Nasdaq’s minimum bid requirement.
ClearSign Technologies Corporation is asking stockholders to vote at its virtual 2026 annual meeting on June 8, 2026. Proposals include electing four directors, ratifying BPM CPA LLP as auditor, advisory approval of executive pay, and a possible adjournment if needed for quorum or plan approval.
A key item is approval of an amended and restated 2021 Equity Incentive Plan that would increase the share reserve by 1,077,007 shares to 1,500,000 shares and revise the evergreen feature and option post-termination exercise periods. The proxy also describes a recent 1-for-10 reverse stock split, director compensation, governance structure, and board committee roles.
ClearSign Technologies Corp Chief Executive Officer Colin James Deller amended a prior insider report to correct details of a stock bonus. On February 26, 2026, he received 7,001 shares of common stock as a one-time bonus grant, valued at $5.616 per share after a 1-for-10 reverse split.
To cover taxes, 3,501 shares were disposed of through tax withholding, a non-market transaction, leaving Deller with 34,967 common shares held directly. The amendment updates the originally reported grant size, tax-withheld amount, and resulting beneficial ownership tied to 2025 executive services.