TULSA, Okla.,
June 20,
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, announces that clirSPV LLC
("clirSPV") exercised its participation right (as modified from
time to time, the "Participation Right") that was granted to
clirSPV pursuant to the terms of that certain Stock Purchase
Agreement, dated July 12, 2018 (the
"Purchase Agreement"), which will result in gross proceeds of
approximately $4.3 million. The
Participation Right is being exercised in connection with the
Company's recently consummated underwritten public offering and
concurrent private placement. ClearSign intends to use the
proceeds for working capital, research and development, marketing
and sales, and general corporate purposes. Additionally,
Robert T. Hoffman, Sr. has resigned from the Company's
Board of Directors (the "Board"), effective as of June 16, 2024, and, following his resignation,
clirSPV nominated a successor designee that is currently engaged in
the Company's formal vetting process.
"On behalf of ClearSign and the Board, I want to thank Rob for
his years of service and for the continued financial support of
clirSPV," said Jim Deller, Ph.D., Chief Executive Officer of
ClearSign. "Rob has been instrumental in fostering this company
from research and development technology company to a viable
commercial entity."
"This $4.3 million investment
brings clirSPV's capital infusion up to a total of
$19.1 million. There has been a great
transformation of ClearSign since clirSPV's initial investment
in 2018 and we believe the Company is now in a much better
commercial position. Given the now in-field demonstrated efficacy
of the products, combined with the recent BACT designation, we
believe that the sales 'funnel' will turn into significant unit
orders. We are encouraged by the partnerships and ongoing progress
the company is making and the investor members in clirSPV
believe that there is significant upside for this substantial
incremental investment," said Robert T. Hoffman, Sr., former
Board member of ClearSign and Managing Member of GPclirSPV LLC,
which is the Managing Member of clirSPV LLC.
clirSPV LLC Participation Right
The Participation Right was granted to clirSPV pursuant to
the Purchase Agreement, which allows clirSPV to purchase
unregistered shares of the Company's common stock in a number that
will allow it to maintain or reobtain a 19.99% percentage ownership
of the outstanding common stock following certain future equity
offerings on terms and conditions no different from those offered
to other purchasers.
The exercise of the Participation Right and transactions
contemplated thereby are expected to close on or about June 24, 2024, subject to customary closing
conditions.
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 will there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Additional details regarding the Board transition and exercise
of the Participation Right can be found in the Company's Current
Report on Form 8-K to be filed with the U.S. Securities and
Exchange Commission (the "SEC").
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, which could cause actual results to
materially differ from such statements. Such risks, uncertainties
and other factors include, but are not limited to: the Company's
ability to satisfy the closing conditions related to the exercise
of the Participation Right and the overall timing and completion of
such exercise and related closing conditions; the Company's ability
to successfully deliver, install, and meet the performance
obligations of the Company's burners in the California and Texas market, and any other markets the
Company may sell products in; the Company's ability to further
expand the sale of ultra-low NOx process and boiler burners;
the Company's ability to successfully perform engineering orders;
the Company's ability to successfully develop the 100% hydrogen
burner with the Phase 2 grant funding; general business and
economic conditions; the performance of management and the
Company's employees; the Company's ability to obtain
financing, when needed; the Company's ability to compete with
competitors; whether the Company's technology will be accepted
and adopted and other factors identified in the
Company's Annual Report on Form 10-K filed with the SEC 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, undertakes no obligation to, update or revise
forward-looking statements to reflect events or circumstances that
subsequently occur or of which the Company hereafter become
aware.
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SOURCE ClearSign Technologies Corporation
