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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 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. ¨
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 |
