CLIR Board Resignations Trigger Nasdaq Notice; Company Seeks New Independent Director

Rhea-AI Filing Summary

ClearSign Technologies disclosed that Nasdaq notified the company it is not in compliance with board independence and audit committee composition rules following the resignations of Catharine M. de Lacy and Judith S. Schrecker, which became effective August 4, 2025. At the time of the notice the Board lacked a majority of independent directors and the Audit and Risk Committee had only two independent members instead of the required three. The Board reduced its size from six to five, appointed Louis J. Basenese to the Governance Committee and G. Todd Silva to the Compensation Committee, and does not currently intend to appoint a lead independent director. The company intends to appoint an independent director who meets Nasdaq and Rule 10A-3 requirements to regain compliance. Nasdaq granted a cure period until the earlier of the next annual meeting or August 4, 2026 (with an alternative February 2, 2026 deadline if the annual meeting occurs earlier). The Notice does not affect the immediate listing of the company’s common stock, and a press release is furnished as Exhibit 99.1.

Positive

• Nasdaq granted a cure period allowing time to regain compliance without immediate delisting
• Company intends to appoint a new independent director who meets Nasdaq and Rule 10A-3(b)(1) requirements
• Board took immediate actions by reassigning committee roles and documenting the changes
• Listing remains active as the Notice has no immediate effect on the company’s Nasdaq listing

Negative

• Noncompliance with Nasdaq independence rules due to resignations of two independent directors
• Audit Committee below required size—only two independent members versus the required three
• Board reduced from six to five directors, which may limit immediate governance capacity
• No current lead independent director and no appointed replacement lead indicated

Insights

Corporate Governance Expert

TL;DR: Two independent director resignations created a Nasdaq compliance gap; the company has a defined cure period and a clear remediation path.

The immediate issue is procedural: resignations of two independent directors left the Board without a majority of independent directors and reduced the Audit Committee to two independent members, below Nasdaq's three-member requirement. The Board acted to reassign committee roles but has not yet filled the substantive independence gap. The company has publicly stated its intent to appoint a qualified independent director and Nasdaq has provided a formal cure period, which reduces near-term listing risk. For governance stakeholders, the key material facts are the identities of the departing directors, the current committee appointments, and the specific cure deadlines defined by Nasdaq.

Securities Regulation / Compliance Analyst

TL;DR: This is a material compliance notice but not an immediate listing threat because Nasdaq granted a cure period and the company plans remediation.

The filing documents a Nasdaq Listing Qualifications notice citing noncompliance with Rule 5605(b)(1) and 5605(c)(2)(A) due to the resignations. The company disclosed concrete remedial steps: reduction of board size from six to five, committee reassignments, and an intention to appoint an independent director who meets Nasdaq and Rule 10A-3(b)(1) standards. Nasdaq’s cure period—until the earlier of the next annual meeting or August 4, 2026, with an alternative February 2, 2026 deadline—provides a regulatory timeline for correction. Investors should view this as a governance-level compliance event that is remediable within the prescribed timeframe; the filing confirms the listing is unaffected for now.

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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): August 4, 2025

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) (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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 8, 2025, ClearSign Technologies Corporation (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the board of directors independence requirement set forth in Nasdaq Listing Rule 5605(b)(1) and the audit committee composition requirement set forth in Nasdaq Listing Rule 5605(c)(2)(A) (collectively, the “Nasdaq Composition Requirements”) due to the resignations of Catharine M. de Lacy and Judith S. Schrecker (as described below) from the Company’s board of directors (the “Board”).

Specifically, when the Notice was issued, the Board did not have a majority of directors that would be considered “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2), and the Audit and Risk Committee of the Board (the “Audit Committee”) consisted of only two independent directors, rather than the minimum three independent directors as required by Nasdaq Listing Rule 5605(c)(2)(A).

The Company intends to regain compliance with the Nasdaq Composition Requirements by appointing a new director to the Board and Audit Committee who meets the independence requirements under Nasdaq rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq has provided the Company a cure period in order to regain compliance with the Nasdaq Composition Requirements (i) until the earlier of the Company’s next annual meeting of stockholders or one year from the resignation of Mss. de Lacy and Schrecker, or August 4, 2026, or (ii) if the Company’s next annual meeting of stockholders is held before February 2, 2026, then no later than February 2, 2026.

The Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq.

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2025, Ms. de Lacy and Ms. Schrecker each notified the Company that they resigned from the Board, effective immediately. At the time of Ms. de Lacy’s resignation, she was a member of the Board, chairperson of the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) and a member of the Human Capital and Compensation Committee of the Board (the “Compensation Committee”). At the time of Ms. Schrecker’s resignation, she was a member of the Board, the lead independent director of the Board, chairperson of the Audit Committee, and a member of the Governance Committee and Compensation Committee. The decision by Mss. de Lacy and Schrecker to resign was not the result of any disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.

In connection with the resignation of Mss. de Lacy and Schrecker, the Board decreased the number of directors from six to five on August 6, 2025, effective immediately. Further, on the same date, the Board appointed Louis J. Basenese, an independent director, to the Governance Committee and G. Todd Silva, an independent director, to the Compensation Committee, effective immediately. The Company does not currently intend to appoint a new lead independent director.

Item 8.01 Other Events.

On August 8, 2025, the Company issued a press release announcing the actions described above in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 8.01, including Exhibit 99.1, is being furnished pursuant to Item 8.01 of Form 8-K and 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 of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent 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 August 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

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: August 8, 2025

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

FAQ

What Nasdaq rules did ClearSign (CLIR) fail to meet?

The company was cited for noncompliance with Nasdaq Listing Rule 5605(b)(1) (board independence) and Nasdaq Listing Rule 5605(c)(2)(A) (Audit Committee composition).

Which directors resigned from ClearSign's board?

Catharine M. de Lacy and Judith S. Schrecker resigned from the Board, effective August 4, 2025.

Has ClearSign taken any immediate steps to address the Nasdaq notice?

Yes. The Board reduced its size from six to five, appointed Louis J. Basenese to the Governance Committee and G. Todd Silva to the Compensation Committee, and stated it intends to appoint a qualified independent director.

What deadline did Nasdaq provide for regaining compliance?

Nasdaq provided a cure period until the earlier of the company’s next annual meeting or August 4, 2026; if the next annual meeting occurs before February 2, 2026, the deadline is February 2, 2026.

Does the Nasdaq notice affect ClearSign's listing today?

No. The filing states the Notice has no immediate effect on the listing of the company’s common stock on Nasdaq.