0001434524 false 0001434524 2022-06-02 2022-06-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 2, 2022

 

CLEARSIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in Charter)

 

Washington   001-35521   26-2056298

(State or other jurisdiction of

incorporation or organization)

  (Commission File No.)   (IRS Employee
Identification No.)

 

12870 Interurban Avenue South

Seattle, Washington 98168

(Address of Principal Executive Offices)

 

206-673-4848

(Issuer Telephone number)

 

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-(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.

 

On June 2 2022, ClearSign Technologies Corporation (the “Company”) issued a press release announcing the results of operations for the three months ended March 31, 2022 (the “First Quarter Results”). The press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in its entirety into this Item 2.02.

 

Also on June 2, 2022, the Company held a conference call discussing the First Quarter Results and other business related information. A transcript of this conference call is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in its entirety into this Item 2.02.

 

The information furnished with this Item 2.02, 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.

 

The statements in this Current Report on Form 8-K include forward-looking statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K and all other filings with the Securities and Exchange Commission after that date. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, or revise forward-looking unless required by law.

 

  Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 6, 2022, the Company held its annual meeting of shareholders (the “Annual Meeting”). At the beginning of the Annual Meeting, there were 23,355,768 shares of common stock present or represented by proxy at the Annual Meeting, which represented 72.62% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 14, 2022. The following are the voting results on each matter submitted to the shareholders. The proposals below are described in detail in the Company’s proxy statement, which was filed with the Securities and Exchange Commission on April 22, 2022.

 

Proposal 1. Each of the following nominees was elected to serve as a director until the election and qualification of his or her successor.

 

Nominee Name For Withheld Broker Non-Votes
Robert T. Hoffman 13,049,010  2,235,115  8,071,643 
Susanne L. Meline 11,881,504  3,402,621  8,071,643 
Bruce A. Pate 9,070,624  6,213,501  8,071,643 
Judith S. Schrecker 13,036,660  2,247,465  8,071,643 
Colin James Deller 15,222,820  61,305  8,071,643 

 

Proposal 2. The shareholders approved, on an advisory basis, BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. There were no broker non-votes on this proposal.

 

For Against Abstentions
 21,056,993  1,663,037  635,738 

 

Proposal 3. The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

 

For Against Abstentions Broker Non-Votes
 10,288,526  4,911,330  84,269  8,071,643 

  

  Item 7.01 Regulation FD Disclosure.

 

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference 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.

 

  Exhibit 99.1 Press Release issued June 2, 2022
  Exhibit 99.2 Transcript of Conference Call held on June 2, 2022
  Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are 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: June 7, 2022

 

  CLEARSIGN TECHNOLOGIES CORPORATION
   
   
  By:  /s/ Colin James Deller
 

Name:

Title:

Colin James Deller
Chief Executive Officer