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): January 9, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 9, 2020, the Compensation Committee of the Board of Directors of ClearSign Technologies Corporation (the “Company”) awarded to the individuals named below options from the Company’s 2011 Equity Incentive Plan:
| Name and Title | Number of Shares Subject to the Option |
| | |
| Brian Fike, Chief Financial Officer | 40,000 |
| Donald Kendrick, Chief Technology Officer | 40,000 |
| Manuel Menendez, President, ClearSign Asia Limited | 50,000 |
| Stephen Sock, Senior VP of Business Development | 30,000 |
Each option has a term of 10 years and an exercise price of $0.89, the closing price of the common stock on the date of award. With the exception of the options awarded to Messrs. Kendrick and Menendez, all of the options vested on the date of grant. Of the option awarded to Mr. Kendrick, the right to purchase 20,000 shares of common stock vested on the date of award and the right to purchase the remaining 20,000 shares of common stock will vest upon the completion of certain performance objectives. Of the option awarded Mr. Menendez, the right to purchase 40,000 shares of common stock vested on the date of award and the right to purchase the remaining 10,000 shares of common stock will vest upon the completion of certain performance objectives.
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: January 15, 2020
| | CLEARSIGN TECHNOLOGIES CORPORATION |
| | | | | |
| | | | | |
| | By: | | /s/ Brian G Fike | |
| | | | Brian G Fike | |
| | | | Chief Financial Officer | |
