Clearsign Technologies Corp SEC Filings

ClearSign Technologies Corporation filed a Form S-1 to register 5,267,222 shares of common stock issuable upon exercise of outstanding redeemable warrants issued in April 2024, each with an initial exercise price of $1.05 and a five-year term. If exercised in full, the company could receive up to approximately $5.5 million, which it expects to use for working capital, R&D, marketing and general purposes. The filing notes existing commercial deployments of its ClearSign Core(TM) combustion technology in refining, upstream oil production and boilers and describes potential heat-transfer efficiency gains and NOx emissions reductions versus legacy controls.

Key corporate and market items disclosed include a Nasdaq listing under symbol CLIR (last reported sale $0.54 on August 11, 2025), a Nasdaq bid-price noncompliance notice with a cure period through September 29, 2025, and a separate Nasdaq composition notice regarding board independence and Audit Committee composition. The company also terminated a prior ATM and entered a new ATM with H.C. Wainwright for up to $10.39 million under an S-3 declared effective July 28, 2025. The registration also quantifies existing dilution vectors, including large outstanding warrant and option pools.

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.

On July 1, 2025, ClearSign Technologies Corp. (CLIR) director David M. Maley received 9,452 restricted stock units (RSUs) under the company’s 2021 Equity Incentive Plan as prorated compensation for board service through July 25, 2025, which is noted as his final day as a non-executive director. Each RSU converts into one share of common stock (or cash equivalent) upon the earliest of a change-in-control, disability, death, or separation from service. Following this grant, Maley beneficially owns 105,443 derivative securities linked to CLIR common stock. The award was recorded at a transaction price of $0.00 and was reported as direct ownership on Form 4 filed July 3, 2025.

ClearSign Technologies (CLIR) – Form 4 insider filing: Director Gill Todd Silva was granted 32,638 restricted stock units (RSUs) on 07/01/2025 as non-executive board compensation under the 2021 Equity Incentive Plan. Each RSU entitles the holder to one common share (or cash equivalent) at a cost of $0, increasing Silva’s derivative holdings to 93,639 RSUs. The award contains contingent vesting; the units vest only upon the earliest of a change in control, disability, death, or separation from service. No shares were sold or otherwise disposed of, so the director’s beneficial ownership rose while the company incurred no immediate cash expense.

ClearSign Technologies Corp. (CLIR) – Form 4 filing dated 07/03/2025

Non-executive director Catharine de Lacy received 32,175 Restricted Stock Units (RSUs) on 07/01/2025 under the company’s 2021 Equity Incentive Plan as quarterly board compensation. Each RSU entitles the holder to one share of common stock (or cash equivalent) at vesting. Following the award, the director now beneficially owns 218,957 derivative securities tied to CLIR common stock and retains direct ownership (no indirect ownership reported).

The RSUs vest upon the earliest of: (1) a change in control, (2) the director’s disability, (3) death, or (4) separation from service. No open-market purchase or sale occurred; the transaction code “A” denotes an award.

For investors, this filing signals routine equity-based compensation designed to align director interests with shareholder value. It does not reflect cash outflows by the company nor insider buying pressure in the open market.

ClearSign Technologies Corp. (CLIR) Form 4 filing shows that non-executive director Judith S. Schrecker received 46,296 Restricted Stock Units (RSUs) on 01 July 2025 as quarterly board compensation under the 2021 Equity Incentive Plan.

The RSUs carry an exercise price of $0.00 and will vest upon the earliest of: (1) a Change in Control; (2) the director’s disability; (3) death; or (4) separation from service. Each RSU converts into one share of common stock or its cash equivalent.

Following the grant, Schrecker’s total derivative holdings increased to 431,957 RSUs. No common shares were sold or otherwise disposed of, and the transaction was filed individually by the reporting person.

Because the award represents routine board compensation without immediate vesting or open-market activity, the market impact is expected to be limited, though it modestly enhances insider equity alignment.