As filed with the U.S. Securities and Exchange Commission on May 22, 2020

Registration No. 333-________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

ClearSign Technologies Corporation

(Exact name of Registrant as specified in its charter)

 

Washington 26-2056298
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
   
12870 Interurban Avenue South, Seattle, WA 98168
(Address of Principal Executive Offices) (Zip Code)

 

ClearSign Technologies Corporation 2011 Equity Incentive Plan, as amended

(Full title of the plan)

 

Brian Fike

Chief Financial Officer

ClearSign Technologies Corporation

12870 Interurban Avenue South

Seattle, Washington 98168

(206) 673-4848

(Name, address and telephone number, including area code, of agent for service)

 

Copies to:

 

Nimish Patel, Esq.

Mitchell Silberberg & Knupp LLP

2049 Century Park East, 18th Floor

Los Angeles, California 90067

Phone: (310) 312-3258

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer x   Smaller reporting company x
    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 7(a)(2)(B) of the Securities Act. ¨

  

CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered(1)

Amount to be

Registered(1)

Proposed

Maximum

Offering Price

per Unit(2)

Proposed

Maximum

Aggregate

Offering Price(2)

 

 

Amount of

Registration Fee

         
Common Stock, $0.0001 par value 1,237,346(2) $0.4977 $615,827.10 $79.93

 

(1) Represents additional shares of the common stock, par value $0.0001 per share (the “Common Stock”) of ClearSign Technologies Corporation (the “Registrant”) authorized for issuance under the ClearSign Technologies Corporation 2011 Equity Incentive Plan (the “Plan”). This registration statement on Form S-8 (the “Registration Statement”) also includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the Plan as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding Common Stock, in accordance with Rule 416(a) promulgated under the Securities Act of 1933, as amended.

 

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount of registration fee, based upon the average of the high and low prices on May 19, 2020, as reported by The Nasdaq Stock Market.

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement registers an additional 1,237,346 shares of the Registrant’s Common Stock that may be offered and sold under the ClearSign Technologies Corporation 2011 Equity Incentive Plan (the “Plan”). This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which one or more other registration statements filed on this form relating to the same employee benefit plan are effective. Pursuant to General Instruction E. to Form S-8, the contents of the Registrant’s previously filed registration statement on Form S-8 relating to the Plan (File No. 333-184884), filed with the Securities and Exchange Commission on November 13, 2012, including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.Exhibits.

 

ExhibitDescription

 

4.1Form of Common Stock Certificate (1)
5.1Opinion of Mitchell Silberberg & Knupp LLP regarding legality
10.2Amendment No. 1 to the ClearSign Technologies Corporation 2011 Equity Incentive Plan (2)
23.1Consent of Gumbiner Savett Inc.
23.2Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1)

 

(1)Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015.
(2)Incorporated by reference from Annex 1 to the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2019.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seattle, State of Washington, on May 22, 2020.

 

  CLEARSIGN TECHNOLOGIES CORPORATION
     
     
  By: /s/ Colin James Deller
    Colin James Deller, Chief Executive Officer
     
     
  By /s/ Brian G. Fike
         Brian G. Fike, Chief Financial Officer

 

We, the undersigned officers and directors of ClearSign Technologies Corporation (the “Company”), hereby constitute and appoint Colin James Deller and Brian G. Fike and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as an officer/director of the Company, a registration statement on Form S-8 (or other appropriate form) relating to the offer and sale of common stock of the Company pursuant to this Registration Statement and any amendments thereto and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution; hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: 

 

Signature   Title   Date
         
/s/ Colin James Deller   Chief Executive Officer and  

May 22, 2020

Colin James Deller   Director    
         
/s/ Brian G. Fike   Chief Financial Officer  

May 22, 2020

Brian G. Fike        
         
/s/ Robert T. Hoffman Sr.   Director  

May 22, 2020

Robert T. Hoffman Sr.        
         
/s/ Lon E. Bell   Director  

May 22, 2020

Lon E. Bell

       
         
/s/ Susanne Meline   Director  

May 22, 2020

Susanne Meline        
         
/s/ Bruce A. Pate   Director  

May 22, 2020

Bruce A. Pate

       

 

 

 

 

 

INDEX TO EXHIBITS

 

ExhibitDescription

 

4.1Form of Common Stock Certificate (1)
5.1Opinion of Mitchell Silberberg & Knupp LLP regarding legality
10.2Amendment No. 1 to the ClearSign Technologies Corporation 2011 Equity Incentive Plan (2)
23.1Consent of Gumbiner Savett Inc.
23.2Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1)

 

(1)Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015.
(2)Incorporated by reference from Annex 1 to the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2019.

 

 

 

Exhibit 5.1

 

 

 

 

Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional Corporations

 

 

 

May 22, 2020

 

Board of Directors
ClearSign Technologies Corporation

12870 Interurban Avenue South

Seattle, Washington 98168

 

Re:Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to ClearSign Technologies Corporation, a Washington corporation (the “Company”), in connection with the registration of 1,237,346 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), that may be offered and sold under the Company’s 2011 Equity Incentive Plan (the “Plan”), pursuant to a registration statement on Form S-8 (the “Registration Statement”) filed on May 22, 2020.

 

For purposes of rendering this opinion, we have examined the Plan, the Registration Statement, the Articles of Incorporation and the Bylaws of the Company, as amended or restated, the proceedings and other actions of the Company that provide for the issuance of the Shares, and such other documents and matters as we have deemed necessary for purposes of rendering this opinion. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons who have executed documents examined by us, the genuineness of all signatures on all documents examined by us, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. In rendering the opinion set forth below, we have assumed that certificates evidencing the Shares will be signed by the authorized officers of the Company and registered by the transfer agent and registrar and will conform to the specimen certificate for the Common Stock. In addition, we have assumed that the resolutions of the Company’s Board of Directors or its applicable committee authorizing the Company to issue and deliver the Shares will be in full force and effect at all times at which such Shares are issued and delivered by the Company, and that the Company will take no action inconsistent with such resolutions. 

 

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued, delivered and paid for in accordance with the Plan and in the manner described in the Registration Statement and the related prospectus, will be validly issued, fully paid and non-assessable.

 

 

  2049 Century Park East, 18th Floor, Los Angeles, California 90067-3120
Phone:  (310) 312-2000  Fax:  (310) 312-3100  Website: www.msk.com

 

 

 

 

 

 

This opinion is opining upon and is limited to the current federal laws of the United States and the Washington Business Corporation Act. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision, or otherwise.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

 

Sincerely,

 

/s/ Mitchell Silberberg & Knupp LLP

 

MITCHELL SILBERBERG & KNUPP LLP

 

 

2

 

Exhibit 23.1

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 of ClearSign Technologies Corporation and subsidiary (the “Company”) of our report dated March 30, 2020 with respect to the audited consolidated financial statements of the Company for the years ended December 31, 2019 and 2018, which is contained in the annual report on Form 10-K filed on March 30, 2020. Our report contains an emphasis of a matter paragraph regarding the Company’s liquidity.

 

 

/s/ Gumbiner Savett Inc.

 

May 22, 2020

Santa Monica, California