ClearSign Technologies (NASDAQ: CLIR) restores Nasdaq board and audit committee compliance

Rhea-AI Filing Summary

ClearSign Technologies Corporation reported changes to its board structure that restore compliance with Nasdaq’s director and audit committee independence rules. After two independent directors resigned in early August, the company had fallen out of compliance with Nasdaq Listing Rule 5605(b)(1) and 5605(c)(2)(A). On August 26, 2025, the board determined that director Anthony DiGiandomenico qualifies as an independent director under Nasdaq rules and appointed him to the Audit and Risk Committee. The board also named independent director G. Todd Silva as chair of the Audit Committee and designated him as the committee’s audit committee financial expert. Nasdaq subsequently confirmed on August 28, 2025 that ClearSign had regained compliance, although the board still plans to fill one remaining vacancy.

Insights

Corporate governance analyst

ClearSign restores Nasdaq governance compliance via refreshed audit committee.

ClearSign Technologies Corporation temporarily fell out of compliance with Nasdaq’s board and audit committee independence requirements after two independent directors resigned effective August 4, 2025. On August 26, 2025, the board reassessed materials regarding director Anthony DiGiandomenico and determined he meets Nasdaq’s independence standards, then appointed him to the Audit and Risk Committee.

At the same meeting, the board appointed independent director G. Todd Silva as Audit Committee chair and designated him as the committee’s audit committee financial expert under Item 407(d)(5) of Regulation S-K. These steps led Nasdaq to issue a letter on August 28, 2025 confirming the company had regained compliance with the Nasdaq Composition Requirements.

The board still intends to fill one remaining vacancy after its size was reduced from six to five directors effective August 6, 2025. Future updates about that appointment will likely appear in subsequent company disclosures.

false 0001434524 0001434524 2025-08-26 2025-08-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 26, 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 8.01 Other Events.

As previously disclosed, on August 8, 2025, ClearSign Technologies Corporation (the “Company”) received a 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 from the Company’s board of directors (the “Board”), effective as of August 4, 2025.

On August 26, 2025, the Board held a meeting and, in light of updated materials reviewed by the Board pertinent to the independence determination of Anthony DiGiandomenico, a member of the Board, it determined that Mr. DiGiandomenico is an “independent director” under Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. As a result of such determinations, the Board appointed Mr. DiGiandomenico to the Audit and Risk Committee of the Board (the “Audit Committee”), effective immediately. In the same meeting, the Board also appointed G. Todd Silva, an “independent director” and member of the Audit Committee, as the Audit Committee’s chairperson and designated him as the committee’s “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K, effective immediately.

Subsequently, on August 28, 2025, the Company notified Nasdaq of the actions described above, and, as a result, on the same date, Nasdaq issued a letter to the Company stating that, based on the Company’s notification, it had regained compliance with the Nasdaq Composition Requirements as of such date. Notwithstanding the foregoing, the Board still intends to fill the one vacancy on the Board resulting from the resignations of Mss. de Lacy and Schrecker after taking into account the reduction in size of the Board from six to five directors effective as of August 6, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: August 29, 2025

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

FAQ

Why did ClearSign Technologies (CLIR) fall out of Nasdaq compliance?

ClearSign Technologies temporarily failed to meet Nasdaq Listing Rule 5605(b)(1) and 5605(c)(2)(A) after independent directors Catharine M. de Lacy and Judith S. Schrecker resigned from the board effective August 4, 2025.

How did ClearSign Technologies (CLIR) regain compliance with Nasdaq rules?

On August 26, 2025, the board determined that Anthony DiGiandomenico is an independent director under Nasdaq and SEC rules, appointed him to the Audit and Risk Committee, and named G. Todd Silva as Audit Committee chair and financial expert, leading Nasdaq to confirm compliance on August 28, 2025.

What role does Anthony DiGiandomenico now hold at ClearSign Technologies?

Anthony DiGiandomenico serves as an independent director and has been appointed to ClearSign’s Audit and Risk Committee, effective immediately as of the August 26, 2025 board meeting.

What responsibility was given to G. Todd Silva at ClearSign Technologies?

G. Todd Silva, an independent director and Audit Committee member, was appointed Audit Committee chairperson and designated as the committee’s audit committee financial expert under Item 407(d)(5) of Regulation S-K.

Does ClearSign Technologies still have a vacancy on its board?

Yes. After resignations and a reduction in board size from six to five directors effective August 6, 2025, the board intends to fill one remaining vacancy in the future.

What did Nasdaq communicate to ClearSign Technologies after the board changes?

On August 28, 2025, Nasdaq sent a letter stating that, based on ClearSign’s notification of its board and committee actions, the company had regained compliance with the Nasdaq Composition Requirements.