ClearSign (Nasdaq: CLIR) prices 777,780-share stock offering at $4.33
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
ClearSign raises about $2.94M in an underwritten stock sale.
ClearSign Technologies is issuing 777,780 shares of common stock at $4.33 per share in a firm-commitment underwritten offering, primarily to existing stockholders. The underwriter also holds a 30-day option for up to 116,667 additional shares as an over-allotment.
The company expects net proceeds of roughly $2.94 million, targeted for working capital, research and development, marketing and sales, and general corporate purposes. A 90-day lock-up for the company and insiders, alongside the effective Form S-3 shelf, frames near-term equity issuance dynamics.
The offering is expected to close on or about June 1, 2026, subject to customary conditions. Actual dilution and trading impact will depend on whether the underwriter exercises its option and on any future sales under the at-the-market program after the 30-day carve-out begins.
8-K Event Classification
Key Figures
Key Terms
firm-commitment underwritten public offering financial
over-allotments financial
shelf registration statement regulatory
lock-up agreements financial
At The Market Offering Agreement financial
prospectus supplement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
|
(State or other jurisdiction of
|
(Commission File Number) | (IRS Employer
Identification No.) |
(Address of principal executive offices and zip code)
(
(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 | ||
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 1.01. | Entry into a Material Definitive Agreement. |
On May 28, 2026, ClearSign Technologies Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (the “Underwriter”), relating to a firm-commitment underwritten public offering (the “Offering”), for the issuance and sale to primarily existing stockholders of the Company of 777,780 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $4.33 per Firm Share, less underwriting discounts and commissions, pursuant to an effective registration statement on Form S-3 (File No. 333-288736) (the “Registration Statement”), including the prospectus forming a part of the Registration Statement, as supplemented by a preliminary prospectus supplement, dated May 28, 2026, and a final prospectus supplement, dated May 28, 2026, each filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company also granted the Underwriter an option exercisable for thirty (30) days to purchase up to an additional 116,667 shares of Common Stock (the “Additional Shares,” and together with the Firm Shares, the “Public Securities”) from the Company at the Firm Share price, less underwriting discounts and commissions, to cover over-allotments.
The Company expects the net proceeds from the Offering to be approximately $2.94 million after deducting underwriting discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from the Offering for working capital, research and development, marketing and sales, and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, various other obligations of the parties, and termination provisions. In addition, under the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option, right or warrant to purchase, lend or otherwise transfer or dispose, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, for a period of ninety (90) days from the date of the final prospectus supplement relating to the Offering, without the prior written consent of the Underwriter; provided, however, that the Company may sell shares of Common Stock pursuant to that certain At The Market Offering Agreement with H.C. Wainwright & Co., LLC following the date that is thirty (30) days after the date of the Underwriting Agreement. The Offering is expected to close on or about June 1, 2026, subject to the closing conditions contained in the Underwriting Agreement.
Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into lock-up agreements substantially in the form included as an exhibit to the Underwriting Agreement, under which they agreed, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of ninety (90) days from the date of the final prospectus supplement relating to the Offering.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Mitchell Silberberg & Knupp LLP, counsel to the Company, has issued an opinion to the Company, dated June 1, 2026, regarding the validity of the Public Securities. A copy of the opinion is filed as Exhibit 5.1 hereto.
| Item 8.01 | Other Events. |
On May 28, 2026, the Company issued a press release announcing that it had launched the Offering, and on May 29, 2026, the Company issued a press release announcing that it had priced the Offering. The press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of May 28, 2026, by and between the Company and Newbridge Securities Corporation | |
| 5.1 | Legal opinion of Mitchell Silberberg & Knupp LLP | |
| 23.1 | Consent of Mitchell Silberberg & Knupp LLP | |
| 99.1 | Press release, dated as of May 28, 2026 | |
| 99.2 | Press release, dated as of May 29, 2026 | |
| 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: June 1, 2026
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Name: | Colin James Deller | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
ClearSign Technologies Corporation Announces Proposed Public Offering of Common Stock
Tulsa, OK. May 28, 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 that it is proposing to sell shares of its common stock in an underwritten public offering (the “Public Offering”). All of the shares in the Public Offering are to be sold by ClearSign. ClearSign intends to grant the underwriter a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the Public Offering at the Public Offering price, less the underwriting discount.
ClearSign intends to use the net proceeds from the Public Offering for working capital, research and development, marketing and sales, and general corporate purposes. The final terms of the Public Offering will depend on market and other conditions at the time of pricing, and there can be no assurance as to whether or when the Public Offering may be completed, or as to the actual size or terms of the Public Offering.
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 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 and 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.
Cautionary Note on Forward-Looking Statements
All statements in this press release that are not based on historical fact constitute “forward-looking statements.” 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. The Public Offering is subject to market and other conditions and there can be no assurance as to whether or when the Public Offering may be completed or as to the actual size or terms of the Public Offering. 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. 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.
Exhibit 99.2
ClearSign Technologies Corporation Prices Underwritten Public Offering of Common Stock
Tulsa, OK. 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.