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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 14, 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 2.02 | Results of Operations and Financial Condition. |
To
the extent required, the information set forth below in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference
in its entirety.
| Item 7.01 | Regulation FD Disclosure. |
On
August 14, 2025, ClearSign Technologies Corporation (the “Company”) issued a press release announcing the results of operations
for the quarter ended June 30, 2025 (the “Financial Results”). The press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference in its entirety into this Item 7.01.
Also
on August 14, 2025, the Company held a conference call discussing the Financial Results and other business related information. A transcript
of this conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in
its entirety into this Item 7.01.
The
information furnished with this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for 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 into any other filing under the Securities Act of 1933, as amended, 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.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1** |
|
Press Release, dated August 14, 2025. |
| 99.2** |
|
Transcript of Conference Call held on August 14, 2025. |
| 104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
** Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 15, 2025
| |
CLEARSIGN TECHNOLOGIES CORPORATION |
| |
|
|
| |
By: |
/s/ Colin James Deller |
| |
Name: |
Colin James Deller |
| |
Title: |
Chief Executive Officer |
