SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Closing of Underwritten Offering
On June 1, 2022, ClearSign Technologies Corporation (the “Company”) issued a press release announcing that it had closed its underwritten public offering of 4,186,000 shares of common stock, par value $0.0001 per share, including 546,000 shares issued pursuant to the exercise of the underwriter’s over-allomment option, at a price to the public of $1.11 per share (the “Offering”). The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
clirSPV LLC Participation Right
As previously disclosed, pursuant to a Stock Purchase Agreement, dated July 12, 2018, between the Company and clirSPV LLC, as modified by a waiver, dated May 26, 2022, clirSPV LLC has a right to purchase unregistered shares of the Company’s common stock in a number that will allow it to maintain a 19.99% percentage ownership of the outstanding common stock following the Offering (the “Participation Right”). Accordingly, the Company and clirSPV LLC have confirmed to each other that clirSPV LLC may purchase up to 1,591,594 shares of common stock pursuant to this Participation Right; provided, that clirSPV LLC notifies the Company of its intention to exercise the Participation Right by July 1, 2022 and completes such purchase by July 12, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release issued June 1, 2022 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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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: June 1, 2022
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Colin James Deller | ||
| Chief Executive Officer | ||
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