ClearSign Technologies Corp
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
CLIR$2.35-1.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. : EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
(a) (1) Consolidated Financial Statements
The financial statements filed as part of this report are listed and indexed in the Index to Consolidated Financial Statements on page 34 located in this Annual Report on Form 10-K. Financial statement schedules have been omitted because they are not applicable, or the required information has been included elsewhere in this report.
(a) (2) Financial Statement Schedules
Not applicable.
(a) (3) Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Table below. The Company has identified in the Exhibit Table each management contract and compensation plan filed as an exhibit to this Annual Report on Form 10-K in response to Item 15(a) (3) of Form 10-K.
(b) The exhibits set forth in the following index of exhibits are filed or incorporated by reference as a part of this Annual Report on
Form 10-K:
| ExhibitNo. | Description of Document | |
|---|---|---|
| 2.1** | | Plan of Conversion, dated June 14, 2023 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-Kfiled with the Securities and Exchange Commission on June 15, 2023). |
| 3.1** | | Certificate of Incorporation of ClearSign Technologies Corporation, a Delaware corporation(incorporated by reference to Exhibit 3.3 to the Company’s Form 8-K filed with the Securities and ExchangeCommission on June 15, 2023). |
| 3.2** | | Bylaws of ClearSign Technologies Corporation, a Delaware corporation (incorporated by reference toExhibit 3.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 15, 2023). |
| 3.3** | | Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on June 14, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 15, 2023). |
| 3.4** | | Articles of Conversion, as filed with the Secretary of State of the State of Washington on June 14, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 15, 2023). |
| 4.1* | | Description of Securities of the Company. |
| 10.1+** | | Form of Confidentiality and Proprietary Rights Agreement (incorporated by reference to Exhibit 10.6 to theCompany’s Form 10-K filed with the Securities and Exchange Commission on February 26, 2015). |
| 10.2** | | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to theCompany’s Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023). |
| 10.3** | | ClearSign Combustion Corporation 2013 Consultant Stock Plan (incorporated by reference to Exhibit 10.1 tothe Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2013). |
| 10.4+** | | Employment Agreement dated January 28, 2019 between the registrant and Colin James Deller (incorporatedby reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission onJanuary 30, 2019). |
| 10.5** | | Stock Purchase Agreement dated July 12, 2018 between the registrant and CLIRSPV, LLC (incorporated byreference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission onJuly 17, 2018). |
| 10.6** | | At-the-Market Sales Agreement, dated December 23, 2020, by and between ClearSign Technologies Corporation and Virtu Americas LLC (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-Kfiled with the Securities and Exchange Commission on December 23, 2020). |
| 10.7+** | | ClearSign Technologies Corporation 2021 Equity Incentive Plan (incorporated by reference to Appendix Afrom the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission onMay 7, 2021). |
| 10.8** | | 2021 Equity Incentive Plan Form of Stock Option Award Agreement (incorporated by reference to Exhibit |
| 10.9** | | 2021 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (incorporated by reference toExhibit 10.14 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2022). |
|---|---|---|
| 10.10** | | 2021 Equity Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit10.15 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2022). |
| 10.11+** | | Offer Letter dated October 18, 2021 by and between the Company and Brent Hinds (incorporated byreference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission onNovember 12, 2021). |
| 10.12** | | Lease Agreement, entered into as of June 20, 2016, between Paradigm Realty Advisors, L.L.C. and ClearSign Technologies Corporation (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K filedwith the Securities and Exchange Commission on March 31, 2022). |
| 10.13** | | First Amendment to Lease, entered into as of July 29, 2019, between Tulsa Portfolio Oklahoma Realty LP and ClearSign Technologies Corporation (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2022). |
| 10.14** | | Second Amendment to Lease, entered into as of January 14, 2020, between Tulsa Portfolio Oklahoma Realty LP and ClearSign Technologies Corporation (incorporated by reference to Exhibit 10.20 to the Company’sForm 10-K filed with the Securities and Exchange Commission on March 31, 2022). |
| 10.15** | | Purchase Right Waiver of clirSPV LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 31, 2022). |
| 10.16+** | | Amendment to Employment Agreement between the Company and Colin James Deller (incorporated byreference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission onAugust 15, 2022). |
| 10.17** | | Catharine de Lacy’s Offer Letter, dated February 20, 2023 (incorporated by reference to Exhibit 10.1 to theCompany’s Form 8-K filed with the Securities and Exchange Commission on February 24, 2023). |
| 21** | | Subsidiaries of the registrant (incorporated by reference to Exhibit 21 to the Company’s Form 10-K filed withthe Securities and Exchange Commission on March 31, 2022). |
| 23.1* | | Consent of BPM CPA LLP, Independent Registered Public Accounting Firm |
| 24.1* | | Power of Attorney (included on the signature page of this report) |
| 31.1* | | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1*** | | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | | Clawback Policy. |
| 101INS* | | Inline XBRL Instance Document |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase |
|---|---|---|
| 104* | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*Filed herewith.
**Previously filed.
***Furnished herewith.
+Agreement with management or compensatory plan or arrangement
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