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): August 26, 2019

 

 

 

CLEARSIGN COMBUSTION 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))

 

  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. ¨

 

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

 

 

 

 

 

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On August 26, 2019, ClearSign Combustion Corporation (the “Company”) entered into the Third Amendment to Lease (the “Lease Amendment”), dated July 18, 2019, to the lease dated August 19, 2011 (the “Original Lease”) with Boeing Employees’ Credit Union, the lessor of the Company’s corporate headquarters located at 12870 Interurban Avenue South, Seattle, Washington 98168.  The Amendment extended the term of the Lease for a period of three years and two months, beginning on April 1, 2020, and terminating on May 31, 2023 (the “Term”).  For the first two months of the Term the rent will be abated, although the Company will continue to be responsible for the payment of its proportionate share of expenses and taxes.  From June 1, 2020 through March 31, 2021, the Company will pay monthly rent in the amount of $13,524.00.  Thereafter, the monthly rent will increase on the first day of April of each succeeding year by approximately 3% until the end of the Term.  The remaining terms and conditions of the Lease remain the same.  The above summary is qualified in its entirety by reference to the Lease Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference into this Item 1.01 in its entirety.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit 10.1 Third Amendment to Lease

 

 

 

 

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 August 28, 2019

 

  CLEARSIGN COMBUSTION CORPORATION
     
     
  By: /s/ Brian G. Fike
    Brian G. Fike
    Interim Chief Financial Officer

 

 

 

Exhibit 10.1

 

THIRD AMENDMENT TO LEASE

 

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”), dated as of the 18th day of July, 2019, is entered into by and between BOEING EMPLOYEES’ CREDIT UNION, a Washington state chartered credit union (“Landlord”), and CLEARSIGN COMBUSTION CORPORATION, a Washington corporation (“Tenant”).

 

RECITALS

 

A.       RREEF America REIT II Corp. MMMM7 Washington (“RREEF”) and Tenant entered into that certain Lease dated August 19, 2011, as amended by that certain Commencement Date Memorandum dated November 1, 2011, that certain First Amendment to Lease dated December 17, 2013, and that certain Second Amendment to Lease dated October 18, 2016 (collectively, the “Lease”). Landlord is the successor-in-interest to RREEF.

 

B.       The Lease pertains to approximately 9,200 square feet of space located in Building 1 of Gateway Corporate Center, having an address of 12870 Interurban Avenue South, Tukwila, Washington 98168 (the “Premises”), as more fully described in the Lease.

 

C.       Landlord and Tenant desire to extend the Term of the Lease, change the rent schedule and otherwise modify the terms and conditions of the Lease, as more fully set forth below.

 

AMENDMENT

 

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1.Definitions. Unless otherwise specifically set forth herein, all capitalized terms used shall have the meanings attributed to them in the Lease.

 

2.Term. The Term of the Lease is hereby extended for a period of three (3) years and two (2) months, commencing on April 1, 2020, and terminating on May 31, 2023.

 

3.Rent Schedule. The rent schedule for the period from April 1, 2020, through May 31, 2023, shall be as follows:

 

Period Rentable Square Footage Annual Rent Per Square Foot Annual Rent Monthly Installment of Rent
from through
4/1/2020 5/31/2020 9,200 $0.00 $0.00 $0.00*
6/1/2020 3/31/2021 9,200 $17.64 $162,288.00 $13,524.00
4/1/2021 3/31/2022 9,200 $18.17 $167,160.00 $13,930.00
4/1/2022 3/31/2023 9,200 $18.71 $172,176.00 $14,348.00
4/1/2023 5/31/2023 9,200 $19.28 $177,336.00 $14,778.00

 

*Tenant shall be responsible for the payment of Tenant’s Proportionate Share of Expenses and Taxes during the period that the Monthly Installment of Rent is abated.

 

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4.Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to be one and the same agreement.

 

5.Effect of Amendment; Incorporation. Except as expressly modified herein, all terms and conditions of the Lease remain in full force and effect and are hereby ratified and confirmed.

 

[signature page and notary acknowledgments follow]

 

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment as of the day and year first written above.

 

LANDLORD:   TENANT:
     
BOEING EMPLOYEES’ CREDIT UNION,   CLEARSIGN COMBUSTION CORPORATION,
a Washington state chartered credit union   a Washington corporation
         
By:   /s/ Gregg Kats   By:   /s/ Brian G. Fike
         
Name:   Gregg Kats   Name:   Brian G. Fike
         
Title:   SVP Administration & Operation   Title:   Interim Chief Financial Officer
         
Date:   8/26/2019   Date:   8/09/2019

 

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CORPORATE ACKNOWLEDGMENT

 

STATE OF WASHINGTON )
  )  ss.
COUNTY OF KING )

  

On this 09 day of August, 2019, before me, the undersigned, a Notary Public in and for the State of Washington, personally appeared Brian Fike, to me known or shown through satisfactory evidence to be the Tenant of CLEARSIGN COMBUSTION CORPORATION, a Washington state chartered credit union, and acknowledged to me that ____ executed the foregoing instrument on behalf of said party freely and voluntarily for the uses and purposes therein mentioned.

 

Witness my hand and official seal the day and year in this certificate first above written.

 

  Olga Stryzheus
  (Signature)
   
  Olga Stryzheus
  (Please print name legibly)
   
  Notary Public in and for the State of Washington,
  My commission expires 09/15/2021

 

CORPORATE ACKNOWLEDGMENT

 

STATE OF WASHINGTON )
  )  ss.
COUNTY OF KING )

 

On this 26 day of August, 2019, before me, the undersigned, a Notary Public in and for the State of Washington, personally appeared Gregg Kats, to me known or shown through satisfactory evidence to be the SVP Administration & Operation of BOEING EMPLOYEES’ CREDIT UNION, a Washington corporation, and acknowledged to me that ____ executed the same on behalf of said corporation freely and voluntarily for the uses and purposes therein mentioned.

 

Witness my hand and official seal the day and year in this certificate first above written.

 

  Katie Vereechen
  (Signature)
   
  Katie Vereechen
  (Please print name legibly)
   
  Notary Public in and for the State of Washington,
  My commission expires 11/25/2020

 

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