TULSA,
Okla., April 23, 2024 /PRNewswire/ --
ClearSign Technologies Corporation (Nasdaq: CLIR)
("ClearSign" or the "Company"), an emerging leader in industrial
combustion and sensing technologies that improve energy,
operational efficiency and safety while dramatically reducing
emissions, today announced the closing of an underwritten public
offering of 4,620,760 shares of its common stock and redeemable
warrants to purchase up to an aggregate of 4,620,760 shares of its
common stock at a public offering price of $0.91 per share and $0.01 per accompanying warrant. The warrants have
an exercise price of $1.05 per share,
are exercisable immediately upon issuance and redeemable upon
certain conditions and will expire five years following the date of
issuance.
In a private placement completed concurrently with the public
offering, ClearSign issued to an accredited investor an aggregate
of 2,249,763 shares of common stock, pre-funded warrants to
purchase up to 3,155,642 shares of common stock and redeemable
warrants to purchase up to 8,108,106 shares of common stock. The
offering prices in the private placement were $0.91 per share and $0.01 per redeemable warrants, or $0.9099 per pre-funded warrant and $0.01 per redeemable warrants, as applicable. The
pre-funded warrants issued in the private placement are exercisable
immediately at a nominal exercise price of $0.0001. The redeemable warrants issued in the
private placement will be exercisable at an exercise price of
$1.05 per share, will be exercisable
beginning six months after issuance, redeemable upon certain
conditions and expire five years from the date of issuance.
Public Ventures, LLC acted as the sole book-running manager for
the public offering and as a placement agent for the private
placement.
Gross proceeds from the public and private offering were
approximately $9.3 million, excluding
underwriting and placement agent discounts and commissions and
other offering-related expenses.
ClearSign intends to use the net proceeds from the offerings for
working capital, research and development, marketing and sales, and
general corporate purposes.
The securities in the public offering were offered pursuant to a
prospectus supplement and an accompanying base prospectus forming
part of a shelf registration statement on Form S-3 (File No.
333-265967), which was previously filed with the Securities and
Exchange Commission ("SEC") and became effective on August 12, 2022. A final prospectus supplement
and accompanying base prospectus relating to the public offering
was filed with the SEC and is available on the SEC's website at
www.sec.gov. Copies of the final prospectus supplement and the
accompanying base prospectus may be obtained for free by contacting
Public Ventures, LLC, 14135 Midway Rd, Suite G-150, Addison, TX, 75001, by email at
info@publicventures.com or by telephone at (945) 262-9010.
The private placement was conducted pursuant to the exemption
from registration provided in Section 4(a)(2) under the Securities
Act of 1933 and/or Rule 506(b) promulgated thereunder.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About ClearSign Technologies Corporation
ClearSign Technologies Corporation designs and develops products
and technologies for the purpose of improving key performance
characteristics of industrial and commercial systems,
including operational performance, energy efficiency, emission
reduction, safety and overall cost-effectiveness. Our patented
technologies, embedded in established OEM products as ClearSign
Core™ and ClearSign Eye™ and other
sensing configurations, enhance the performance of combustion
systems and fuel safety systems in a broad range of markets,
including the energy (upstream oil production and down-stream
refining), commercial/industrial boiler, chemical, petrochemical,
transport and power industries. For more information, please
visit www.clearsign.com.
Cautionary note on forward-looking statements
All statements in this press release that are not based on
historical fact are "forward-looking statements." You can find many
(but not all) of these statements by looking for words such as
"approximates," "believes," "hopes," "expects," "anticipates,"
"estimates," "projects," "intends," "plans," "would," "should,"
"could," "may," "will" or other similar expressions. While
management has based any forward-looking statements included in
this press release on its current expectations on the Company's
strategy, plans, intentions, performance, or future occurrences or
results, the information on which such expectations were based may
change. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
risks, uncertainties and other factors, many of which are outside
of the Company's control, that could cause actual results to
materially differ from such statements. Such risks, uncertainties
and other factors include, but are not limited to: general business
and economic conditions, the ability to successfully complete
installations of the Company's products, whether the letter of
intent sent to California Boiler results in purchase orders from
the customer, whether changes in greenhouse gas emission control
applicable federal and state laws and regulations, the
performance of the Company's management and employees, the ability
to obtain financing, competition, whether ClearSign's technology
will be accepted and adopted and other factors identified in the
Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission and available at www.sec.gov and
other factors that are detailed in the Company's periodic and
current reports available for review at www.sec.gov.
Furthermore, the Company operates in a competitive environment
where new and unanticipated risks may arise. Accordingly, investors
should not place any reliance on forward-looking statements as a
prediction of actual results. The Company disclaims any intention
to, and, except as may be required by law, undertake no obligation
to, update or revise forward-looking statements to reflect events
or circumstances that subsequently occur or of which we hereafter
become aware.
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SOURCE ClearSign Technologies Corporation