ClearSign restarts $6,875,000 at-the-market program

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.

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM capacity: up to $6,875,000 in shares Registration statement file number: File No. 333-288736 Shelf effectiveness date: July 28, 2025 +1 more

4 metrics

ATM capacity up to $6,875,000 in shares Maximum common stock that may be sold under at-the-market program

Registration statement file number File No. 333-288736 Form S-3 shelf registration covering the placement shares

Shelf effectiveness date July 28, 2025 Date Form S-3 registration statement was declared effective

Prospectus supplement date July 6, 2026 Date of prospectus supplement recommencing the at-the-market program

Key Terms

at the market offering, prospectus supplement, Form S-3, At The Market Offering Agreement, +1 more

5 terms

at the market offering financial

"to recommence its “at the market” offering, as defined in Rule 415"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

prospectus supplement regulatory

"filed a prospectus supplement (the “Prospectus Supplement”) to recommence"

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.

Form S-3 regulatory

"registration statement on Form S-3 (File No. 333-288736) filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

At The Market Offering Agreement financial

"pursuant to that certain At The Market Offering Agreement between the Company"

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

placement shares financial

"offer and sell up to $6,875,000 in shares (the “Placement Shares”)"

Placement shares are shares sold directly to a small group of selected investors, often institutions or accredited individuals, rather than to the public on an exchange. They matter because they bring quick capital to the company but increase the total number of shares outstanding and can reduce each existing shareholder's percentage ownership and shift who benefits from future profits—like taking a private loan from a few lenders that changes who has a stake in the business.

FAQ

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

What did ClearSign Technologies (CLIR) disclose in this 8-K?

ClearSign Technologies disclosed that it has recommenced an at-the-market stock offering program, enabling sales of up to $6,875,000 in common shares under an existing agreement and a previously effective Form S-3 shelf registration.

How large is ClearSign Technologies’ at-the-market offering capacity?

The company may offer and sell up to $6,875,000 in shares of its common stock. This limit is defined in the prospectus supplement tied to its existing Form S-3 shelf registration and sales agreement with H.C. Wainwright & Co., LLC.

Which agreement governs ClearSign Technologies’ at-the-market sales?

The sales are governed by an At The Market Offering Agreement between ClearSign Technologies and H.C. Wainwright & Co., LLC. That agreement is dated July 17, 2025 and is used together with the new 2026 prospectus supplement for this program.

What registration statement covers ClearSign’s at-the-market shares?

The placement shares are covered by ClearSign’s registration statement on Form S-3, File No. 333-288736. That shelf registration was filed on July 17, 2025 and declared effective on July 28, 2025, then supplemented by the new prospectus supplement.

What legal opinion did ClearSign Technologies file with this disclosure?

ClearSign filed a legal opinion from Mitchell Silberberg & Knupp LLP as Exhibit 5.1. The opinion relates to the validity of the placement shares that may be issued under the at-the-market program described in the prospectus supplement.

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

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Accepted by SEC EDGAR 07/06/2026 - 04:06 PM EDT Learn about SEC filing dates

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 6, 2026

CLEARSIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in charter)

Delaware		001-35521		26-2056298
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8023 E. 63rd Place, Suite 101

Tulsa, Oklahoma 74133

(Address of principal executive offices and zip code)

(918) 500-7312

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CLIR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On July 6, 2026, ClearSign Technologies Corporation (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to recommence its “at the market” offering, as defined in Rule 415 under the Securities Act of 1933, as amended, under which the Company may offer and sell up to $6,875,000 in shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share, pursuant to that certain At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC, dated July 17, 2025 (the “Sales Agreement”).

The issuance and sale of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-288736) filed with the Securities and Exchange Commission on July 17, 2025, and declared effective on July 28, 2025, as supplemented by the Prospectus Supplement.

A copy of the legal opinion of Mitchell Silberberg & Knupp LLP relating to the Placement Shares is filed as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Mitchell Silberberg & Knupp LLP.
23.1		Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 6, 2026

	CLEARSIGN TECHNOLOGIES CORPORATION
	By:	/s/ Colin James Deller
	Name:	Colin James Deller
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 10.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB