ClearSign Technologies Corp

S-11 tm2414836d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on May 20, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CLEARSIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

8023 East 63 rd Place, Suite 101

Tulsa, Oklahoma 74133

(206) 673-4848

(Address, including zip code, and telephone number,

including area code, of principal executive offices)

Colin James Deller

Chief Executive Officer

ClearSign Technologies Corporation

8023 East 63 rd Place, Suite 101

Tulsa, Oklahoma 74133

(206) 673-4848

(Address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Blake Baron, Esq.

Nimish Patel, Esq.

Mitchell Silberberg & Knupp LLP

437 Madison Avenue

New York, New York 10022

Phone: (212) 509-3900

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 under the Securities Exchange Act of 1934. (Check one):

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.¨

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 20, 2024

PRELIMINARY PROSPECTUS

2,249,763 Shares of Common Stock

3,155,642 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants

8,108,106 Shares of Common Stock Issuable Upon Exercise of Private Warrants

This prospectus relates to the resale, from time to time, by the selling stockholder identified in this prospectus under the section heading “Selling Stockholder,” of up to(i) 2,249,763 shares (the “Private Shares”) of our common stock, par value $0.0001 per share (the “common stock”), (ii) up to 3,155,642 shares of common stock (the “Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (iii) 8,108,106 shares of common stock (the “Private Warrant Shares,” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”) issuable upon the exercise of redeemable warrants (the “Private Warrants,” and together with the Pre-Funded Warrants, the “Warrants”). We issued the Private Shares and Warrants in connection with a private placement with an accredited investor pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) promulgated thereunder. The private placement was conducted concurrently with a public offering of 4,620,760 shares of common stock and redeemable warrants to purchase up to 4,620,760 shares of common stock. Both the private placement and the public offering closed on April 23, 2024.

The selling stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of his shares of common stock or interests in his shares of common stock on any stock exchange, market or trading facility on which the shares of common stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the shares of common stock by the selling stockholder. However, we will receive the proceeds of any cash exercise of the Warrants. See “Use of Proceeds” beginning on page 14 and “Plan of Distribution” beginning on page 23 of this prospectus for more information.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CLIR”. On May 16, 2024, the last reported sale price of our common stock on Nasdaq was $0.82.

You should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in (i) our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024, and (ii) our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024, and the amendment thereto on Form 10-K/A, filed with the SEC on April 26, 2024, and other filings we make with the SEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024

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