[DEFA14A] ClearSign Technologies Corporation Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

BioVie Inc. (Nasdaq: BIVI) has filed Amendment No. 1 to its Form S-1 to complete a firm-commitment public offering that will roughly double the company’s share count and strengthen short-term liquidity.

• Size & structure: 1,456,310 Units (one post-split Class A share + one 5-year warrant) or, for investors breaching the 4.99 %/9.99 % ownership caps, an equal number of Pre-funded Units (one pre-funded warrant + one warrant). Gross proceeds at the assumed $10.30 price equal ≈ $15.0 million; net ≈ $13.8 million after 7 % underwriting fees and estimated offering costs (exact expenses not yet disclosed). Underwriters hold a 45-day over-allotment option for 15 % additional securities.
• Pricing metrics: Warrants strike at $12.875 (125 % of the assumed offer price) and will be listed on Nasdaq as “BIVIW” (listing application pending). Pre-funded warrants exercise at $0.0001 and will not be listed.
• Capitalisation impact: Shares outstanding rise from 1,860,086 (6-30-25) to 3,316,396 before any warrant exercise—or 3,534,843 if the green-shoe is exercised in full—representing ≈ 78 % immediate dilution to existing holders. Potential dilution is greater when considering 960,098 legacy warrants (avg. $35.02 strike), 84,872 options (avg. $286.20 strike) and the new offering warrants (1.46 M) and banker warrants (≈ 0.15 M).
• Reverse split executed: A 1-for-10 split became effective 7-7-25 to meet Nasdaq minimum bid requirements; all share figures reflect the split.
• Use of proceeds: “Working capital and general corporate purposes” – presumed funding of ongoing clinical trials (bezisterim/NE3107 for Alzheimer’s, Parkinson’s and Long COVID; BIV201 terlipressin for ascites). No debt repayment or acquisition earmarked.
• Pipeline status: – Phase 3 AD study unblinded but undermined by cGCP violations at 15 sites, leaving an under-powered data set (81 mITT / 57 per-protocol patients). Company evaluating additional enrolment or a new Phase 3. – Phase 2b Parkinson’s study green-lit by FDA and began April 2025. – DOD-funded Phase 2 Long COVID trial (ADDRESS-LC) commenced May 2025; $13.1 M grant with $2.9 M reimbursed YTD. – BIV201 Phase 3 protocol being finalised after recent FDA guidance. Orphan Drug & Fast-Track designations remain in force.
• Litigation disclosure: Consolidated securities-fraud class action (In re BioVie Inc. Securities Litigation, D.Nev. No. 3:24-cv-00035) survived a motion to dismiss on 3-27-25 and is now in discovery; insurer deductible is $2 M.
• Risk highlights: continuing losses, need for repeated capital raises, substantial clinical and regulatory uncertainty, concentration of cash in one bank above FDIC limits, potential Nasdaq compliance issues if this offering is not deemed “public,” and broad indemnification/blank-check preferred provisions.

The filing positions BioVie to secure modest near-term funds but materially dilutes shareholders and does not address the more costly, pivotal trials still required for commercialization. Strategic success now hinges on swift resolution of AD data integrity questions, execution of new PD/Long-COVID trials, and eventual Phase 3 initiation for BIV201.

Insights

Biopharma Equity Analyst

TL;DR – Capital raise improves runway but comes with 78 % dilution; pipeline catalysts remain high-risk.

The S-1/A reveals an offer sized to bring in roughly $14 M net, extending cash life by an estimated 2-3 quarters based on FY-24 burn rates. The simultaneous 1-for-10 reverse split restored Nasdaq bid-price compliance but shrank the public float, making dilution mathematically severe. Warrants priced at a 25 % premium may cap near-term upside while adding 1.46 M potential shares. Importantly, management has not yet resolved the data-integrity overhang in its Phase 3 Alzheimer’s program; without an expanded or new trial, FDA approval is implausible. Positive signals include a fully funded $13.1 M DoD Long-COVID study and ongoing PD Phase 2b. Nonetheless, with no commercial product and ongoing securities litigation, risk remains elevated. I view the amendment as neutral overall (rating 0): necessary financing achieved, but no change to fundamental outlook.

Capital-Markets Risk Specialist

TL;DR – Offering meets compliance goals but amplifies overhangs: warrants, litigation, Nasdaq risk.

Post-split share price near $8.50 implies the bookrunner must discount meaningfully to clear the book, raising the possibility the unit price prices below assumed $10.30. If so, exercise prices and warrant strikes reset lower, increasing dilution. The underwriter’s over-allotment and 5 % representative warrants further pressure cap-table optics. While proceeds cover day-to-day ops, they are insufficient for a full Phase 3 (~$50-70 M), guaranteeing additional raises. The securities class action, now in discovery, may sap management bandwidth and cash (first $2 M uninsured). Should the deal fail Nasdaq’s “public offering” test, BIVI must seek alternative shareholder-approval solutions. Net impact: financing is incrementally helpful but does not materially de-risk the longer-term funding gap; I assign a neutral rating 0.

 

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

 

Filed by the Registrant x

 

Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

Check the appropriate box:

 

¨	Preliminary Proxy Statement 
 	 
¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 	 
¨	Definitive Proxy Statement
 	 
x	Definitive Additional Materials
 	 
¨	Soliciting Material Pursuant to §240.14a-12

 

ClearSign Technologies Corporation

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

 	x 	No fee required. 
 	¨	Fee paid previously with preliminary materials.
 	¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

 

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): June 27, 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.

 

Changes in Board Committee Composition

 

The board of directors (the “Board”) of ClearSign Technologies Corporation (the “Company”) periodically reassesses the membership of each Board committee based on the recommendation from the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”). Upon recommendation from the Governance Committee, the Board approved certain changes in committee memberships, as described below, that became effective as of June 27, 2025. As a result of such changes, the current composition of the Board committees is as follows:

 

Audit and Risk Committee⁽¹⁾:

 

Judith S. Schrecker, Chairperson

Louis J. Basenese

David M. Maley

G. Todd Silva

 

  (1) Ms. de Lacy resigned as a member of the Audit and Risk Committee of the Board (the “Audit Committee”) and Mr. Silva and Mr. Basenese were appointed to such committee. Mr. Maley will remain as a member of the Audit Committee until the end of his term, which will be immediately following the Company’s 2025 annual meeting of stockholders.

 

Human Capital and Compensation Committee⁽²⁾:

 

Louis J. Basenese, Chairperson

David M. Maley

Catharine M. de Lacy

Judith Schrecker

 

  (2) Mr. Basenese was named Chairperson of the Human Capital and Compensation Committee of the Board (the “Compensation Committee”). Mr. Maley will remain as a member of the Compensation Committee until the end of his term, which will be immediately following the Company’s 2025 annual meeting of stockholders.

 

Nominating and Corporate Governance Committee⁽³⁾:

 

Catharine M. de Lacy, Chairperson

David M. Maley

Judith Schrecker

G. Todd Silva

 

  (3) Mr. Silva was appointed to the Governance Committee. Mr. Maley will remain as a member of the Governance Committee until the end of his term, which will be immediately following the Company’s 2025 annual meeting of stockholders.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) 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, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 11, 2025

 

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