Every 8-K that ClearSign Technologies Corporation (CLIR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CLIR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CLIR filings page.
ClearSign Technologies Corporation (CLIR) reported second quarter 2026 results and operational progress. Revenue for the quarter was $560,000, up from $133,000 a year earlier, with a gross profit margin of 41%. The quarterly net loss narrowed by $373,000, driven largely by a $368,000 reduction in general and administrative expenses following lower legal costs.
Net cash used in operations was $1.2 million versus $511,000 in the prior-year quarter, and cash and cash equivalents totaled $9.9 million as of June 30, 2026. A subsequent private equity sale of 500,000 shares at $3.54 per share added about $1.7 million in net proceeds, giving a pro forma cash balance of roughly $11.6 million. Shares outstanding were 5,328,730 as of June 30 and 6.8 million as of August 8.
Operationally, ClearSign highlighted orders for six M1 midstream burners for top-tier West Texas operators, development of a licensing/royalty model with a heater manufacturer, progress on a 32-burner California refinery project and a 26-burner Gulf Coast petrochemical project, and growth of its flare line with full-system projects typically in the $750,000–$1.5 million range. A 36-burner Texas project is on hold pending customer financing. The board added former ExxonMobil global technology leader Larry Saddler.
ClearSign Technologies Corporation appointed Larry M. Saddler, age 76, to its Board of Directors effective August 6, 2026, filling a previously vacant fifth directorship that remained open after the June 8, 2026 annual meeting. Saddler brings nearly 40 years of engineering, technology and operations leadership experience from ExxonMobil, including senior roles overseeing ultra-low NOx burner technologies and global fired equipment performance.
Under an offer letter consistent with ClearSign’s non-executive director compensation policy, Saddler will receive $60,000 in annual cash compensation, payable quarterly and optionally convertible into restricted stock units, plus $40,000 annually in non-statutory stock options granted quarterly, all under the Amended and Restated 2021 Equity Incentive Plan. He is also eligible for cash "Make-Whole Payments" tied to forfeited RSUs from his prior employer, subject to continued board service through each scheduled vesting date. He entered into ClearSign’s standard indemnification agreement, and the company stated there are no family relationships or related-party transactions requiring disclosure.
ClearSign Technologies Corporation entered into a waiver and financing transaction with existing stakeholders. Newbridge Securities Corporation, acting as underwriter, granted a waiver of certain lock-up restrictions in the May 28, 2026 Underwriting Agreement, solely to permit a private sale of common stock to Otter Capital LLC.
On July 21, 2026, ClearSign entered into a Stock Purchase Agreement with Otter Capital LLC, an existing stockholder holding more than 5% of the outstanding common stock, under which Otter purchased 500,000 shares of common stock at $3.54 per share, for aggregate gross proceeds of $1,770,000. The shares were issued as restricted securities without registration rights, under exemptions from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D.
The shares are subject to transfer restrictions and legends reflecting their unregistered status. ClearSign intends to use the net proceeds for general corporate purposes, including working capital, research and development, and marketing and sales. The private placement closed on July 22, 2026, and a related press release was issued on July 23, 2026.
ClearSign Technologies Corporation recommenced an at-the-market stock offering that allows it to sell up to $6,875,000 in common shares under an existing sales agreement with H.C. Wainwright & Co., LLC. These potential share sales are covered by a previously effective Form S-3 shelf registration.
The company filed a new prospectus supplement dated July 6, 2026 to restart this program and included a legal opinion from Mitchell Silberberg & Knupp LLP as an exhibit confirming the validity of the placement shares.
ClearSign Technologies Corporation completed the sale of 116,667 additional shares of common stock through the full exercise of the underwriter’s over-allotment option, generating net proceeds of approximately $470,858.
These funds will be used for working capital, research and development, marketing and sales, and other general corporate purposes, adding to the company’s financial resources following its previously closed underwritten public offering of 777,780 shares at $4.33 per share.
ClearSign Technologies Corporation held its 2026 annual stockholder meeting, with 3,666,852 common shares present or represented by proxy, equal to 67.79% of voting power, which was sufficient for a quorum. Stockholders had one vote per share as of April 13, 2026.
All four director nominees—Louis J. Basenese, Colin James Deller, Anthony DiGiandomenico, and G. Todd Silva—were re-elected to the board. Stockholders also approved, on an advisory basis, the appointment of BPM CPA LLP as independent registered public accounting firm for the 2026 fiscal year.
In addition, stockholders approved the amended and restated 2021 Equity Incentive Plan, endorsed on an advisory basis the compensation paid to named executive officers, and approved an adjournment proposal allowing one or more adjournments of the meeting to solicit additional proxies if needed in the future.
ClearSign Technologies Corporation is selling 777,780 shares of common stock in a firm-commitment underwritten public offering at $4.33 per share. The company granted the underwriter a 30-day option to purchase up to 116,667 additional shares to cover over-allotments.
ClearSign expects net proceeds of approximately $2.94 million, which it plans to use for working capital, research and development, marketing and sales, and general corporate purposes. The offering, made under an effective Form S-3 shelf registration, is expected to close on or about June 1, 2026, and is primarily placed with existing stockholders.
Under the underwriting and related lock-up agreements, the company, its executive officers and directors generally agree not to sell additional common stock or related securities for 90 days, with a limited exception allowing sales under an existing at-the-market agreement beginning 30 days after the underwriting agreement date.
On May 26, 2026, ClearSign Technologies Corporation suspended use of and terminated its existing at-the-market prospectus supplement, which had allowed sales of up to $10.39 million of common stock under a Form S-3 shelf registration.
The company confirms that no shares were sold under this at-the-market facility and the full $10.39 million capacity remained unused when the supplement was terminated. The underlying At The Market Offering Agreement with H.C. Wainwright & Co. remains in effect, but ClearSign will not sell shares under it unless a new prospectus supplement is filed with the SEC.
ClearSign Technologies reported first quarter 2026 results with approximately $200,000 in revenue, down from about $400,000 a year earlier, mainly due to lower spare parts deliveries. Gross profit declined after a $410,000 warranty accrual tied to potential modifications at a California refinery.
Net loss increased by $114,000 year over year, partially offset by a $369,000 reduction in general and administrative expenses, largely from lower legal costs. The company used about $1.3 million in operating cash in the quarter and held roughly $7.7 million in cash and cash equivalents as of March 31, 2026, with about 5.4 million shares outstanding following a 1-for-10 reverse stock split.
Operationally, ClearSign highlighted a multi-phase 32-burner project for a California refinery, a 36-burner order for a Texas facility focused on performance gains, additional “M” Series burner orders through Tulsa Heaters Midstream, and a fifth low-emission flare order in California. The company also reported successful sub-5 ppm NOx testing of its ClearSign Core Gen 2 flexible-fuel burner under a DOE SBIR program and a well-attended technology demonstration at Zeeco’s facility.
ClearSign Technologies Corporation reported record results for 2025, with full-year revenue of $5.2 million, up 44% from 2024, and fourth quarter revenue of $3.7 million. Growth was driven mainly by a 26-burner process heater order for a petrochemical plant on the Texas Gulf Coast, alongside contributions from midstream burners, flares, spare parts, and engineering services.
Gross margin for 2025 was 27%, down from 31% the prior year, primarily due to higher warranty accruals. Net loss increased by about $197,000, largely reflecting $746,000 in non-recurring legal fees. Operating cash outflow was $4.7 million, and the company ended 2025 with $9.2 million in cash and approximately 5.3 million common shares outstanding.
Management highlighted growing demand for its ultra-low NOx burner technology, including 36- and 32-burner retrofit orders for major refiners, expanding flare system projects that can approach $1 million per order, and a proposal pipeline of roughly 225 process burners. ClearSign targets breakeven at around $16 million in annual revenue, or about 160 process burners per year, leveraging an asset-light model and manufacturing partnerships such as Zeeco.
ClearSign Technologies Corporation announced that it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq confirmed that the company’s common stock closed at or above $1.00 per share for at least ten consecutive business days, satisfying Nasdaq Listing Rule 5550(a)(2). Nasdaq stated that the compliance matter is now closed, meaning ClearSign’s shares remain listed on the Nasdaq Capital Market.
ClearSign Technologies Corporation is implementing a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on March 16, 2026. This will reduce outstanding shares from approximately 54.1 million to approximately 5.41 million, with no change to authorized shares or par value.
The reverse split is intended to increase the share price to regain compliance with Nasdaq’s $1.00 minimum bid price requirement. Each 10 pre-split shares will be combined into one share, while voting and other rights remain proportionate. No fractional shares will be issued; positions will be rounded up to the next whole share at the Depository Trust Company participant level.
ClearSign Technologies Corporation held a special stockholder meeting where investors approved an amendment to its certificate of incorporation to allow a reverse stock split of its common stock at a ratio between 1-for-2 and 1-for-10, to be implemented at the board’s discretion for the purpose of complying with Nasdaq listing rules and with the option for the board to abandon the amendment. The proposal passed with 26,667,027 votes for, 9,224,242 against, and 77,216 abstentions, with no broker non-votes. Stockholders also approved the option to adjourn the special meeting if needed, with 27,887,899 votes for, 7,865,883 against, and 214,703 abstentions. The board set the 2026 annual meeting of stockholders for June 8, 2026, with an April 13, 2026 record date, and established March 14, 2026 as the deadline for stockholder proposals and director nominations for inclusion or consideration under SEC Rule 14a-8 and the company’s bylaws.
ClearSign Technologies shared preliminary, unaudited results showing record Q4 2025 revenue of approximately $3.6 million and full-year 2025 revenue of about $5.2 million, up roughly 44% from 2024’s $3.6 million. Management highlighted a three-year compound annual revenue growth rate near 141%, albeit from a small base.
The quarter was driven mainly by a 26-burner order for a Gulf Coast petrochemical customer, with additional contributions from flare systems, midstream M‑Series burners and engineering services. As of December 31, 2025, cash stood near $9 million, implying an average quarterly cash burn of about $1.25 million over 2025. The company described a growing pipeline of 200–300 potential process burners, around 50 active M‑Series proposals estimated near $10 million in sales value, and rising demand for higher-value enclosed flare systems and aftermarket parts.
ClearSign Technologies Corporation furnished an update with preliminary, unaudited financial information for the fourth quarter and full fiscal year ended December 31, 2025. The company disclosed this information through a press release dated January 7, 2026. Management prepared the preliminary data, and the independent registered public accounting firm, BPM CPA LLP, has not audited, reviewed, compiled, or performed any procedures on these figures and therefore provides no assurance on them.
The disclosure is being made under Items 2.02 and 7.01 and is expressly designated as “furnished” rather than “filed,” meaning it is not subject to certain liability provisions of the Exchange Act and will only be incorporated into other securities filings if specifically referenced. The press release is included as Exhibit 99.1 to the report.
ClearSign Technologies Corporation reported that it released its financial results for the quarter ended September 30, 2025. On November 19, 2025, the company issued a press release detailing these results and held a conference call to discuss the financial performance and other business information. The press release and the call transcript are provided as Exhibits 99.1 and 99.2 to this Form 8-K and are furnished, rather than filed, which limits their use for certain liability purposes under the Exchange Act.
ClearSign Technologies Corporation reported governance and compensation updates approved on November 11, 2025. The Board adopted Amended and Restated Bylaws that set director elections to require a majority of votes cast, except when there are more nominees than seats, in which case a plurality voting standard will apply. The bylaws also tighten procedures for stockholder proposals and director nominations, including a longer advance notice window and new requirements for proof of continuous beneficial ownership and a commitment to hold shares through the annual meeting.
Separately, the Human Capital and Compensation Committee approved revised forms of stock option, restricted stock unit, and restricted stock award agreements for future grants under the 2021 Equity Incentive Plan. These agreements now apply Delaware governing law and Delaware courts for jurisdiction and venue, aligning them with the company’s state of incorporation.
ClearSign Technologies Corporation received a second notice from Nasdaq on September 30, 2025 granting a 180-day extension, until March 30, 2026, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The company previously fell out of compliance after its stock traded below $1.00 for 30 consecutive business days ending March 31, 2025. ClearSign told Nasdaq it intends to regain compliance, including potentially effecting a reverse stock split if needed. If the closing bid price reaches at least $1.00 for 10 consecutive business days before the deadline, the company will be back in compliance. If it fails to do so, its common stock may be delisted, though ClearSign could appeal any delisting determination. For now, the extension has no immediate effect on the listing or trading of its shares, which continue to trade on Nasdaq under the symbol CLIR.
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.
ClearSign Technologies Corporation (CLIR) filed a Form 8-K disclosing the release of a press release and a conference call transcript dated August 14, 2025. The filing lists Items 2.02 (Results of Operations and Financial Condition), 7.01 (Regulation FD Disclosure) and 9.01 (Financial Statements and Exhibits) and identifies Exhibits 99.1 (press release) and 99.2 (conference call transcript). The cover page notes an Inline XBRL cover page file. The filing is signed by Colin James Deller, Chief Executive Officer. The document provides the existence and dates of disclosure materials but contains no operational metrics, earnings figures, transactions, or forward guidance in the text provided.
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.