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): February 13, 2020

 

 

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 13, 2020 (the “Effective Date”), James M. Simmons resigned as a director of ClearSign Technologies Corporation (the “Company”). Mr. Simmons’ resignation was not due to a disagreement on any matter relating to the Company’s operations, policies or practices. On the Effective Date, the Company’s Board of Directors appointed Colin James Deller, the Company’s Chief Executive Officer, as a director. Dr. Deller will not serve on any of the committees of the Board of Directors.

 

Item 7.01Regulation FD Disclosure

 

On February 20, 2020 the Company issued a press release disclosing the resignation of Mr. Simmons as a director and the appointment of Dr. Deller to fill the vacancy. A copy of the press release is attached to this Current Report as Exhibit 99.1.

 

Item 8.01Other Events

 

The Company’s annual meeting of shareholders is scheduled to be held on May 7, 2020. The record date for the annual meeting is March 12, 2020.

 

Item 9.01Financial Statements and Exhibits

 

(d)       Exhibits

 

Exhibit 99.1 Press release issued on February 20, 2020

 

 

 

 

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: February 20, 2020

 

  CLEARSIGN TECHNOLOGIES CORPORATION
     
     
  By: /s/ Brian G Fike
    Brian G Fike
    Chief Financial Office

 

 

 

Exhibit 99.1

 


ClearSign Technologies Corporation

Announces Board Changes

 

SEATTLE, February 20, 2020 –ClearSign Technologies Corporation (Nasdaq: CLIR) (“ClearSign” or the “Company”), an emerging leader in industrial combustion and sensing technologies that improve energy, operational efficiency and safety while dramatically reducing emissions, announces changes to its Board of Directors.

 

On February 13, 2020, as he intended when he first agreed to serve on the Board, James M. Simmons resigned as a director of the Company to re-focus his resources on his other obligations. Mr. Simmons’ resignation was not due to a disagreement on any matter relating to the Company’s operations, policies or practices. On the same date, the Company’s Board of Directors appointed Colin James Deller, the Company’s Chief Executive Officer, as a director.

 

“On behalf of ClearSign and the Board I want to thank Jim for stepping up to the task and joining the Board for the past year. His frank guidance, drawn from decades of experience, has been well received and aided us through a time of important upgrades relating to Board composition and management talent as well as commercialization strategy,” said Robert T. Hoffman, Chairman of the Board of ClearSign.

 

“I had two goals when I joined ClearSign’s board. First, I wanted to make sure we had the right leadership in place and second, that there was a cohesive commercialization strategy to market the Company’s game changing technologies,” said Jim Simmons, retiring Board Member of ClearSign. “I believe that with Jim Deller’s industry experience, the Company has accomplished both goals with Jim’s appointment as CEO. It only makes sense that Jim takes a place on the Board. I am confident that the Company is in a better position from when I joined and I look forward to seeing the continued progress.”

 

About ClearSign Technologies Corporation

 

ClearSign Technologies Corporation designs and develops products and technologies for the purpose of improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety and overall cost-effectiveness. Our patented technologies, embedded in established OEM products as ClearSign Core™, and ClearSign Eye™ and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more information, please visit www.clearsign.com.

 

 

 

 

Cautionary note on forward-looking statements

 

All statements in this press release that are not based on historical fact are “forward-looking statements.” You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” “will” or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, general business and economic conditions, the performance of management and our employees, the performance of our products, our ability to obtain financing, competition, whether our technology will be accepted and adopted and other factors identified in our Annual Report on Form 10-K filed with the Securities and Exchange Commission and available at www.sec.gov and other factors that are detailed in our periodic and current reports available for review at www.sec.gov. Furthermore, we operate in a competitive environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

 

For further information:

 

Investor Relations:

Matthew Selinger

Firm IR Group for ClearSign

+1 415-572-8152

mselinger@firmirgroup.com