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 Corp has a substantial shareholder group led by John M. Pasquesi and Otter Capital LLC, which together report beneficial ownership of 1,364,977 shares of common stock, representing 19.99% of the outstanding shares as of July 22, 2026.
Otter Capital LLC is the record owner of 1,343,477 common shares and holds Private Warrants for up to 663,331 shares at an exercise price of $10.50 per share, exercisable for five years from issuance. Due to a 19.99% ownership cap, only 21,500 warrant shares are currently exercisable. The warrants may be redeemed on 30 days’ notice if the common stock closes at or above $22.75 for 20 trading days in a 30-day period and an effective resale registration is in place. Total shares outstanding used for the ownership calculation are 6,807,080, including 500,000 shares issued to Pasquesi and Otter Capital LLC on July 22, 2026.
John M. Pasquesi, a more than 10% owner of ClearSign Technologies Corp (CLIR), reported that Otter Capital LLC purchased 500,000 shares of common stock on July 22, 2026 at $3.54 per share, increasing its indirect holdings to 1,343,477 shares. These share amounts reflect a 1-for-10 reverse stock split of ClearSign’s common stock effective March 16, 2026, and Pasquesi is the managing member of Otter Capital LLC.
ClearSign Technologies Corporation entered into a waiver and financing transaction with existing stakeholders. Newbridge Securities Corporation, acting as underwriter, granted a waiver of certain lock-up restrictions in the May 28, 2026 Underwriting Agreement, solely to permit a private sale of common stock to Otter Capital LLC.
On July 21, 2026, ClearSign entered into a Stock Purchase Agreement with Otter Capital LLC, an existing stockholder holding more than 5% of the outstanding common stock, under which Otter purchased 500,000 shares of common stock at $3.54 per share, for aggregate gross proceeds of $1,770,000. The shares were issued as restricted securities without registration rights, under exemptions from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D.
The shares are subject to transfer restrictions and legends reflecting their unregistered status. ClearSign intends to use the net proceeds for general corporate purposes, including working capital, research and development, and marketing and sales. The private placement closed on July 22, 2026, and a related press release was issued on July 23, 2026.
ClearSign Technologies Corporation recommenced an at-the-market stock offering that allows it to sell up to $6,875,000 in common shares under an existing sales agreement with H.C. Wainwright & Co., LLC. These potential share sales are covered by a previously effective Form S-3 shelf registration.
The company filed a new prospectus supplement dated July 6, 2026 to restart this program and included a legal opinion from Mitchell Silberberg & Knupp LLP as an exhibit confirming the validity of the placement shares.
ClearSign Technologies Corporation is registering an at-the-market offering to sell up to $6,875,000 of its common stock under an existing sales agreement with H.C. Wainwright & Co., LLC. The offering is conducted pursuant to a prospectus supplement dated July 6, 2026 and the related Form S-3 shelf.
The sales may occur from time to time on Nasdaq or other U.S. trading venues, directly to market makers or to the sales agent as principal, at prevailing market prices. The company discloses a public float of $32,247,890 (based on 6,195,560 shares at $5.205 per share as of May 14, 2026) and states it will not sell in any 12-month period shares exceeding one-third of that public float while the public float remains under $75,000,000. Prior ATM activity during the last 12-calendar months totaled 894,447 shares for aggregate gross proceeds of $3,872,956. Proceeds are intended for working capital, R&D, marketing and general corporate purposes.
ClearSign Technologies Corp director Lou Basenese received a grant of stock options as part of his quarterly board compensation. On the grant date, he was awarded non-statutory options to purchase 4,595 shares of common stock at an exercise price of $3.67 per share.
The options were granted under ClearSign’s Amended and Restated 2021 Equity Incentive Plan pursuant to the company’s non-employee director compensation policy and became fully vested and exercisable immediately. Following this grant, Basenese holds 4,595 non-statutory stock options directly.
Silva Gil Todd reported acquisition or exercise transactions in this Form 4 filing.
ClearSign Technologies director Gil Todd Silva received new equity awards as compensation for service as a non-employee director for the quarter ended June 30, 2026. The awards include 4,595 non-statutory stock options to buy common shares at $3.67 per share, expiring on June 29, 2036, which were fully vested and exercisable on the grant date.
Silva was also granted 4,087 restricted stock units, each representing one share of common stock or its cash equivalent. These RSUs will vest upon the first to occur of a change in control, disability, death, or separation from service. Following these grants, Silva holds 4,595 options and 19,576 RSUs directly.
ClearSign Technologies director Anthony Digiandomenico received a grant of stock options as compensation. On the grant date, he was awarded non-statutory stock options covering 4,595 shares of ClearSign common stock under the Amended and Restated 2021 Equity Incentive Plan.
The options have an exercise price of $3.67 per share, expire on June 29, 2036, and were fully vested and exercisable immediately. Following this grant, his directly held derivative position reported in this filing consists of 4,595 non-statutory stock options linked to ClearSign common stock.
ClearSign Technologies Corporation completed the sale of 116,667 additional shares of common stock through the full exercise of the underwriter’s over-allotment option, generating net proceeds of approximately $470,858.
These funds will be used for working capital, research and development, marketing and sales, and other general corporate purposes, adding to the company’s financial resources following its previously closed underwritten public offering of 777,780 shares at $4.33 per share.
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.