UNITED STATES
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 3, 2024
CLEARSIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in charter)
| Delaware | | 001-35521 | | 26-2056298 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
8023 E. 63rd Place, Suite 101
Tulsa, Oklahoma 74133
(Address of Principal Executive Offices) (Zip Code)
(918) 236-6461
(Registrant’s telephone number, including area code)
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-4(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. ¨
On June 3, 2024, the board of directors (the “Board”) of ClearSign Technologies Corporation (the “Company”), upon recommendation of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”), vacated the position of Chairman of the Board (the “Chairman”), effective immediately, and, until such time a successor Chairman is appointed by the Board, such position of Chairman shall remain vacant and the function of the Chairman at each Board meeting will be filled by the person designated as such at each Board meeting, in accordance with the Company’s bylaws, or by the Board’s lead independent director (the “Lead Independent Director”). The Company’s former Chairman continues to serve as a member of the Board after this corporate governance structure change.
The Governance Committee’s recommendation was based on its strategic review of the Company’s corporate governance structure, its intention to enhance the Company’s corporate governance practices and balance the Board’s role with the Company’s executive management team and the position that no member of the Board should now have the powers of the Chairman as currently articulated in the Company’s bylaws.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (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, 2024
| | CLEARSIGN TECHNOLOGIES CORPORATION |
| | | |
| | By: | /s/ Colin James Deller |
| | Name: | Colin James Deller |
| | Title: | Chief Executive Officer |
