ClearSign Technologies (Nasdaq: CLIR) completes $1.77M private placement
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Filing Explained
The July 22 issuance added 500,000 restricted shares, reducing existing holders’ percentage ownership absent offsetting changes; a waiver permitted the sale.
The completed private sale changes the company’s capitalization:
The underwriter’s waiver was effective on
8-K Event Classification
Key Figures
Key Terms
Underwriting Agreement financial
restricted securities regulatory
Section 4(a)(2) regulatory
Rule 506 of Regulation D regulatory
forward-looking statements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What private placement did ClearSign Technologies (CLIR) complete?
How will ClearSign Technologies (CLIR) use the $1,770,000 raised?
What waiver did Newbridge Securities grant to ClearSign Technologies (CLIR)?
Under what securities law exemptions was ClearSign Technologies (CLIR)'s placement done?
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. |
Newbridge Securities Corporation Waiver
On July 21, 2026, ClearSign Technologies Corporation (the “Company”) received a waiver (the “Waiver”) from Newbridge Securities Corporation (the “Underwriter”) of certain restrictions on sales of the Company’s capital stock set forth in Section 3.16.1 of that certain Underwriting Agreement, dated as of May 28, 2026, between the Company and the Underwriter (the “Underwriting Agreement”). Pursuant to the Waiver, the Underwriter irrevocably and unconditionally waived the restrictions set forth in Section 3.16.1 of the Underwriting Agreement, including the restrictions on the Company’s ability to (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, (b) file or cause to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any such securities, and (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, in each case solely to the extent necessary to permit the Private Sale (as defined below) to Otter Capital LLC, a California limited liability company (the “Investor”), as described below in Item 1.01 of this Current Report on Form 8-K under “Stock Purchase Agreement.”
The Waiver is effective as of July 21, 2026 and will continue through and including the earlier of (i) the consummation of the Private Sale and (ii) July 31, 2026. Except as expressly set forth in the Waiver, the terms and provisions of the Underwriting Agreement remain unmodified and in full force and effect.
The foregoing description of the terms of the Waiver does not purport to be complete and is qualified in its entirety by the full text of the Waiver attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Stock Purchase Agreement
On July 21, 2026, in connection with the receipt of the Waiver, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the Investor, an existing stockholder of the Company that, as of the date hereof, holds more than 5% of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to which the Company sold and the Investor purchased 500,000 shares of Common Stock (the “Shares”) at a price per share of $3.54, for aggregate gross proceeds of $1,770,000 (the “Private Sale”).
The Shares sold pursuant to the Purchase Agreement were issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and do not contain any registration rights. The Company intends to use the net proceeds from the Private Sale for general corporate purposes, including working capital, research and development, and marketing and sales.
The foregoing description of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
To the extent required, the disclosure under Item 1.01 above is hereby incorporated in this Item 3.02 by reference.
The Shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act because such issuance did not involve a public offering, the Investor took the Shares for investment and not resale, the Company took appropriate measures to restrict transfer, and the Investor is a sophisticated investor. The Shares are subject to transfer restrictions, and the book-entry records evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The Shares were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
| Item 7.01 | Regulation FD Disclosure. |
On July 23, 2026, the Company issued a press release announcing the Private Sale. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Waiver Agreement, dated as of July 21, 2026, by and between ClearSign Technologies Corporation and Newbridge Securities Corporation. | |
| 10.2*# | Stock Purchase Agreement, dated as of July 21, 2026. | |
| 99.1** | Press Release, dated July 23, 2026. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
** Furnished herewith.
# The exhibit to this agreement has been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will be furnished to the Securities and Exchange Commission upon request.
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 23, 2026
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Name: | Colin James Deller | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
ClearSign Announces Private Placement of $1,770,000
At the Market Transaction with Existing Stockholder
TULSA, Okla., July 23, 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 completion of a private placement (the “Placement”) of 500,000 shares of its common stock, par value $0.001 per share, with an existing stockholder at a price of $3.54 per share, the average closing price reported on Nasdaq for the five trading days ending on June 21, 2026, for gross proceeds of $1,770,000. The Placement closed on July 22, 2026.
ClearSign intends to use the net proceeds from the Placement for working capital, research and development, marketing and sales, and general corporate purposes.
“We very much appreciate, and are encouraged by, the continued the support of this long time stockholder,” said Jim Deller, Ph.D., Chief Executive Officer of ClearSign.
The securities offered in the Placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
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.
For further information:
Investor Relations:
Matthew Selinger
Firm IR Group for ClearSign
+1 415-572-8152
mselinger@firmirgroup.com
Cautionary Note on Forward-Looking Statements
All statements in this press release relating to the Placement that are not based on historical fact are “forward-looking statements.” You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” “will” or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations on the Company’s strategy, plans, intentions, performance, or future occurrences or results, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, the Company’s anticipated use of the net proceeds of the Placement, and other factors identified in the Company’s Annual Report on Form 10-K and other periodic and current reports filed with the U.S. Securities and Exchange Commission and available for review at www.sec.gov. Furthermore, the Company operates in a competitive environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. 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.