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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):
January 7, 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) 236-6461
(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 240.13(e)-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 2.02 | Results of Operations and Financial Condition. |
On
January 7, 2026, ClearSign Technologies Corporation (the “Company”) issued a press release announcing certain preliminary
and unaudited financial information for the fourth quarter and fiscal year ended December 31, 2025. The selected preliminary financial
information are preliminary, unaudited, and are subject to change upon completion of the Company’s financial statement closing procedures.
Accordingly, undue reliance should not be placed on these preliminary estimates.
The
preliminary financial data has been prepared by, and is the responsibility of, the Company’s management. BPM CPA LLP (“BPM”),
the Company’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with
respect to the accompanying preliminary financial data. Accordingly, BPM does not express an opinion or any other form of assurance with
respect thereto. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information provided under this Item 2.02 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 of 1933, as amended (the “Securities Act”), or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure. |
The information set forth
in Item 2.02, including Exhibit 99.1, to this Current Report on Form 8-K is incorporated herein by reference into this Item 7.01.
The
information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated January 7, 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, as amended, the registrant has duly caused this Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: January 7, 2026
| |
CLEARSIGN TECHNOLOGIES CORPORATION |
| |
|
|
| |
By: |
/s/ Colin James Deller |
| |
Name: |
Colin James Deller |
| |
Title: |
Chief Executive Officer |
