CLIR on Nasdaq

ClearSign Combustion

Logo: ClearSign Combustion, Public domain, via Wikimedia Commons4

American technology company

ClearSign Technologies Corporation (ClearSign) is a United States-based company that develops emission-control technology.3 Its shares trade on Nasdaq under the symbol CLIR.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

2008Founded1

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  • TickerCLIR on Nasdaq1
  • IndustryIndustrial Instruments For Measurement, Display, and Control1
  • HeadquartersSeattle1
  • Websiteclearsign.com
  • Incorporated inDE5
  • Business address8023 E. 63Rd Place, Suite 101, Tulsa, Ok 741335
  • Filer categoryNon-accelerated filer, Smaller reporting company5
  • Legal formCorporation
ClearSignHQ
Photo: LavaBaron, CC0, via Wikimedia Commons7

ClearSign Technologies Corporation (ClearSign) is a United States-based company that develops emission-control technology.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

27.2%Gross margin8
-127.5%Operating margin8
-105.0%Net margin8
45.6%Revenue growth, 20258
-57.7%Return on equity8
-$4.7MFree cash flow8

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue73¢$3.8M
  • Research and development27¢$1.4M

Out of $5.2M in revenue.8 The company lost money this year.

Financial statements

Revenue9101112138$5.2M in 2025
0$2.0M$4.0M$6.0M2019: $0$020192020: $0$020202021: $607.0K$607.0K20212022: $374.0K$374.0K2022−38%2023: $2.4M$2.4M2023+543%2024: $3.6M$3.6M2024+50%2025: $5.2M$5.2M2025+46%
Gross profit9101112138$1.4M in 2025
-$500.0K0$500.0K$1.0M$1.5M2019: -$1.0K-$1.0K20192020: -$279.0K-$279.0K2020+27800%2021: -$452.0K-$452.0K2021+62%2022: $116.0K$116.0K20222023: $817.0K$817.0K2023+604%2024: $1.1M$1.1M2024+37%2025: $1.4M$1.4M2025+27%
Operating income9101112138-$6.7M in 2025−22% since 2019
-$10.0M-$7.5M-$5.0M-$2.5M02019: -$8.6M-$8.6M20192020: -$6.9M-$6.9M2020−19%2021: -$8.1M-$8.1M2021+17%2022: -$6.1M-$6.1M2022−25%2023: -$6.0M-$6.0M2023−2%2024: -$6.5M-$6.5M2024+8%2025: -$6.7M-$6.7M2025+3%
Net income9101112138-$5.5M in 2025−35% since 2019
-$10.0M-$7.5M-$5.0M-$2.5M02019: -$8.5M-$8.5M20192020: -$6.9M-$6.9M2020−19%2021: -$7.9M-$7.9M2021+15%2022: -$5.8M-$5.8M2022−27%2023: -$5.2M-$5.2M2023−10%2024: -$5.3M-$5.3M2024+2%2025: -$5.5M-$5.5M2025+4%

Every line of the income statement as filed: the last 2 fiscal years (annual) or 8 quarters (quarterly), latest first.8

Period ending2025-12-312024-12-31
Revenues$5.2M$3.6M
Cost of goods sold$3.8M$2.5M
Gross profit$1.4M$1.1M
Research and development$1.4M$1.5M
General and administrative$6.7M$6.1M
Total operating expenses$8.1M$7.6M
Loss from operations-$6.7M-$6.5M
Interest income$439.0K$516.0K
Government assistance$736.0K$664.0K
Other income, net$9.0K
Total other income, net$1.2M$1.2M
Net loss-$5.5M-$5.3M
Net loss per share - basic (in dollar per share)-$0.99-$1.08
Net loss per share - fully diluted (in dollar per share)-$0.99-$1.08
Weighted average number of shares outstanding - basic (in shares)5.6M shares4.9M shares
Weighted average number of shares outstanding - fully diluted (in shares)5.6M shares4.9M shares
Net loss-$5.5M-$5.3M
Foreign-exchange translation adjustments$1.0K-$4.0K
Comprehensive loss-$5.5M-$5.3M

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Corporate structure

ClearSign Combustion sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of ClearSign Combustion

  • John M. Pasquesi Filed SCHEDULE 13G/A on ClearSign Combustion, latest Jul 24, 2026 (2 filings since Apr 9, 2025)
  • clirSPV LLC Filed SCHEDULE 13D/A on ClearSign Combustion, latest Feb 19, 2025 (4 filings since Jul 18, 2022)
  • ClearSign Combustion Seattle

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What ClearSign Combustion reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Furniture and fixtures$103.0K8 Dec 31, 2025$99.0K8 Dec 31, 2024+4.0%
Leasehold improvements$43.0K8 Dec 31, 2025$43.0K8 Dec 31, 20240%
Property and equipment, net$195.0K8 Dec 31, 2025$238.0K8 Dec 31, 2024−18.1%
Operating-lease assets (leased space)$157.0K8 Dec 31, 2025$181.0K8 Dec 31, 2024−13.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$9.2M8 Dec 31, 2025$14.0M8 Dec 31, 2024−34.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$760.0K8 Dec 31, 2025$830.0K8 Dec 31, 2024−8.4%
Finite-lived intangibles, gross$1.6M8 Dec 31, 2025$1.5M8 Dec 31, 2024+6.0%
Accumulated amortization$802.0K8 Dec 31, 2025$644.0K8 Dec 31, 2024+24.5%
Finite-lived intangibles, net$394.0K8 Dec 31, 2025$476.0K13 Dec 31, 2024−17.2%
Patents, net$1.5M8 Dec 31, 2025$1.4M8 Dec 31, 2024+6.4%

Properties, in its own words

Our principal office is located at 8023 East 63rd Place, Suite 101 Tulsa, Oklahoma 74133 with satellite offices located in Seattle and Beijing, China. At our principal office in Tulsa, we lease 3,922 square feet of office space, under a lease which expires in September 2027. Monthly minimum rent is approximately $5 thousand with an annual 2.0% increase. The Company also sub-leases 940 square feet of office space located in Seattle, Washington and 656 square feet in Beijing, China. The minimum monthly rent for our Seattle location is approximately $2 thousand with a termination date of September 30, 2026. The term of the Beijing lease began on June 1, 2024 and expires in June 2027. The monthly minimum rent for our Beijing location is approximately $3 thousand (20,000 RMB).

We believe that the facilities we currently lease are adequate to meet our needs for the immediate future, and that, should it be needed, additional space can be acquired or leased to accommodate future growth.

Item 2 of the 10-K filed Mar 31, 2026.16

The story

ClearSign was formed in Seattle, Washington in 2008. Its first chief executive officer was Richard Rutkowski, who also became chairman of the board of directors. Rutkowski was a co-founder of projection technology company Microvision and nanotechnology company Lumera.

In 2012 ClearSign held an initial public offering which, according to the company, raised $13.8 million. ClearSign chose to delay adopting accounting standards required of publicly traded companies under the Sarbanes-Oxley Act, taking advantage of exemptions in the JOBS Act designed to make it cheaper for development-stage companies to raise capital. It is believed ClearSign may have been the first company in the U.S. to do so.

In December 2014, Rutkowski resigned as CEO. He was replaced by board member Stephen Pirnat. The following September, the company was named "Technology Company of the Year" by Petroleum Economist.

On November 12, 2019, ClearSign Combustion Corporation (Nasdaq: CLIR) (“ClearSign” or the “Company”), announced that the company has changed its name to ClearSign Technologies Corporation. The company's ticker “CLIR” will remain the same.

As of September 2024, ClearSign Technologies held US$14 million in cash and had no debt. Over the preceding year, the company reported a cash burn of US$5.7 million, indicating a projected cash runway of approximately 2.5 years from that date. During the same period, ClearSign increased its cash burn by 115%, reflecting a significant rise in investment activity. This coincided with a 263% increase in revenue over the year.

From Wikipedia’s article on ClearSign Technologies, shared under CC BY-SA 4.0.6

Leadership

Who has led ClearSign Combustion, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (27)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorTodd Gil Silva named Jul 31, 202650
  • DirectorCatharine S. de Lacy named May 8, 2024 to Jul 9, 202451
  • DirectorRobert T. Hoffman Sr. named May 8, 202452

Products and brands

ClearSign develops technology intended to increase energy efficiency and emissions standards of combustion systems, primarily industrial and commercial boilers and furnaces. Its products include Duplex Burner Architecture, which the company says reduces combustion burner flame length by more than 80-percent, in turn increasing thermal capacity and reducing operating costs. Duplex Burner Architecture won the "New Technology Development of the Year Award" at the 2014 West Coast Oil & Gas Awards. The company's other major product is Electrodynamic Combustion Control, which uses computer-controlled electric fields to control the flame shape in boilers, kilns, and furnaces, preventing pollution from forming.

From Wikipedia’s article on ClearSign Technologies, shared under CC BY-SA 4.0.6

Former names

  • CLEARSIGN COMBUSTION CORPMay 5, 2008 to Oct 31, 20195

Timeline

  1. Sep 14, 20268-K Regulation FD disclosure53
  2. Aug 20, 20268-K Results of operations; Regulation FD disclosure54
  3. Aug 11, 20268-K Executive or director change; Regulation FD disclosure55
  4. Jul 23, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure56
  5. Jul 6, 20268-K Other events57
  6. Jun 18, 20268-K Other events58
  7. Jun 9, 20268-K Shareholder vote59
  8. Jun 1, 20268-K Entered a material agreement; Other events60
  9. May 28, 20268-K Other events61
  10. May 21, 20268-K Results of operations; Regulation FD disclosure62
  11. Apr 10, 20268-K Results of operations; Regulation FD disclosure63
  12. Mar 30, 20268-K Other events64
  13. Feb 14, 2020New chief executive Colin James Deller becomes CEO17
  14. Feb 5, 2015New chief executive Stephen E. Pirnat becomes CEO18
  15. Apr 24, 2012New chief executive Richard F. Rutkowski becomes CEO19
  16. 2008Founded Founded1

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.30) a share, on Nov 14, 2025.65

When it reported results

  1. Aug 20, 2026Reported quarterly or annual results54
  2. May 21, 2026Reported quarterly or annual results62
  3. Apr 10, 2026Reported quarterly or annual results63
  4. Feb 25, 2026Reported quarterly or annual results66
  5. Jan 7, 2026Reported quarterly or annual results67
  6. Nov 21, 2025Reported quarterly or annual results68
  7. Aug 15, 2025Reported quarterly or annual results69
  8. May 23, 2025Reported quarterly or annual results70

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

291 filings to the SEC since October 2021: 8 annual reports, 17 quarterly reports, 71 major events, 115 insider forms, 6 large holders, 3 private raises, 71 other. The latest 20:

  1. Oct 2, 20264 OWNERSHIP DOCUMENT EDGAR
  2. Oct 2, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Oct 2, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Oct 2, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Sep 14, 20268-K EDGAR
  6. Aug 20, 20268-K EDGAR
  7. Aug 14, 202610-Q EDGAR
  8. Aug 11, 20263 OWNERSHIP DOCUMENT EDGAR
  9. Aug 11, 20268-K EDGAR
  10. Jul 31, 2026D EDGAR
  11. Jul 24, 2026SCHEDULE 13G/A EDGAR
  12. Jul 24, 20264 PRIMARY DOCUMENT EDGAR
  13. Jul 23, 20268-K EDGAR
  14. Jul 6, 2026S-8 EDGAR
  15. Jul 6, 20268-K EDGAR
  16. Jul 6, 2026424B5 EDGAR
  17. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Jun 18, 20268-K EDGAR

The 291 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

7 open-market trades by officers, directors and large owners since October 2021: 7 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 22, 2026PASQUESI JOHN M10% ownerBuy500,000$3.54$1.8MForm 4
Apr 23, 2026Silva Gil ToddDirectorBuy2,000$5.29$10.6KForm 4
Mar 17, 2026Silva Gil ToddDirectorBuy2,000$4.20$8.4KForm 4
Mar 16, 2026Silva Gil ToddDirectorBuy2,000$4.36$8.7KForm 4
Jun 24, 2024Princeton Opportunity Management LLC10% ownerBuy3,350,000$0.91$3.0MForm 4
Jul 8, 2022clirSPV LLC10% ownerBuy1,591,594$1.11$1.8MForm 4
Jun 14, 2022Pate Bruce AlanDirectorBuy45,000$1.12$50.4KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Colin J. Deller$350.0K$547.3K73
2025Brent Hinds47$220.0K$311.8K73
2024Chief Executive Officer$350.0K$475.3K73
2024Chief Financial Officer$200.0K$304.8K73

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jul 22, 2026Raised $1.8 million in a private offering of equity Form D: 1 investor so far Form D
  2. Jun 24, 2024Raised $4.3 million in a private offering of equity Form D: $11.7 million offered in all Form D
  3. Apr 23, 2024Raised $5 million in a private offering of equity Form D: $14.4 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC105,429$386.9K0.0%No change
Simon Quick Advisors, LLC60,314$221.4K0.0%No change
Geode Capital Management, LLC51,457$188.9K0.0%−6,226
Beacon Pointe Advisors, LLC27,173$99.7K0.0%No change
Vanguard Fiduciary Trust Co23,460$86.1K0.0%No change
HighTower Advisors, LLC22,662$83.2K0.0%+9,982
Citadel Advisors LLC20,565$75.5K0.0%New
BlackRock, Inc.19,503$71.6K0.0%No change
DDD Partners, LLC12,000$44.0K0.0%No change
Northern Trust Corp10,080$37.0K0.0%New
Rockefeller Capital Management L.P.8,120$29.8K0.0%No change
Northwestern Mutual Wealth Management Co7,172$26.3K0.0%No change
Wells Fargo & Company/mn2,125$7.8K0.0%No change
Gleason Group, Inc.1,802$6.6K0.0%No change
Tower Research Capital LLC (TRC)1,518$5.6K0.0%+473
Vanguard Global Advisers, LLC1,350$5.0K0.0%No change
Royal Bank Of Canada684$3.0K0.0%New
Integrated Wealth Concepts LLC687$2.5K0.0%New
Deutsche Bank Ag\400$1.5K0.0%No change
UBS Group AG100$3670.0%New
Cambridge Investment Research Advisors, Inc.88,600$3260.0%+44,300
Barclays PLC33$1210.0%New
SBI Securities Co., Ltd.12$440.0%+1
Group One Trading LLC9$330.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How ClearSign Combustion is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARClearSign Technologies Corp2
  • CIK0001434524
  • Employer ID (EIN)26-205629816
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsDecember 312
  • Industry code (SIC)3823 Industrial Instruments For Measurement, Display, and Control2
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance2
  • Business address8023 E. 63Rd Place, Suite 101, Tulsa, OK 741332
  • Phone(918) 500-73122
  • Shares outstanding6,807,455 as of Aug 8, 202615
  • Public float$27.6M as of Jun 30, 202516
  • AuditorBPM CPA LLP, San Jose, California PCAOB ID 207; no auditor attestation of internal control over financial reporting16
  • On EDGAR sinceMay 5, 20082
  • Filings794 in all: 4 (302), 8-K (188), 10-Q (44), 3 (33), 424B5 (15), DEF 14A (15), UPLOAD (15), 10-K (14)2
    All 50 form types

    SC 13D/A (14), 4/A (13), CORRESP (12), EFFECT (11), S-8 (10), DEFA14A (9), S-1/A (8), 424B3 (7), 5 (7), S-3 (7), D (6), 8-K/A (5), 10-K/A (4), ARS (4), PRE 14A (4), S-1 (4), S-8 POS (4), 424B2 (3), CERTNAS (3), SC 13D (3), 10-Q/A (2), 424B4 (2), 8-A12B (2), 8-A12B/A (2), PREC14A (2), S-3/A (2), SC 13G (2), SC 13G/A (2), 25-NSE (1), 424B1 (1), D/A (1), DEFR14A (1), FWP (1), NT 10-Q (1), POS AM (1), PREN14A (1), PRRN14A (1), REGDEX (1), RW (1), SCHEDULE 13D/A (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Sep 14, 2026

Securities registered for trading

ClassSymbolExchange
Common StockCLIRNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks ClearSign Combustion names in Item 1A of its 10-K filed Mar 31, 2026: 42 risks under these headings, as written.16

  • We are subject to various risks that may materially harm our business, prospects, financial condition and results of operations. An investment in our common stock is speculative and involves a high degree of risk. In evaluating an investment in shares of our common stock, you should carefully consider the risks described below, together with the other information included in this report.
  • Risks Related to Our Business
  • We are a company with a limited operating history and our future profitability is uncertain. We anticipate future losses and negative cash flows and we may never be profitable.
  • If we do not receive additional financing when and as needed in the future, we may not be able to continue our development and commercialization efforts and our business may fail.
  • Market acceptance of our technology and business is difficult to predict. If our technology does not achieve market acceptance, our business could fail.
  • Our efforts may never demonstrate the feasibility of our product.
  • Changes to environmental regulations or future legislation could make our technology less desirable.
  • We are subject to sustainability efforts risks that could adversely affect our reputation and our business and results of operations.
  • Our revenue has been highly concentrated among a small number of customers, and our results of operations could be harmed if we lose a key revenue source and fail to replace it.
  • Our revenue concentration may also pose credit risks which could negatively affect our cash flow and financial condition.
  • We may fail to adequately protect our proprietary technology, which would allow our competitors to take advantage of our research and development efforts.
  • We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.
The other 31 risks
  • Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flows.
  • A cybersecurity incident or other technology disruptions could negatively impact our business and our relationships with customers.
  • We cannot guarantee that any collaborative business research and development partnership we enter into will be successful.
  • If we are unable to keep up with rapid technological changes, our products may become obsolete.
  • There are inherent dangers involved in the combustion process that utilize our technologies and products and the occurrence of any associated accident may negatively impact our business.
  • We depend on approval from various local, state and federal agencies to implement and operate our technology. There is no assurance that these agencies will approve our technology.
  • We are uncertain of our profit margins and whether such profit margins, if achieved, will be able to sustain our business.
  • Many of our potential competitors have greater resources, and it may be difficult to compete against them.
  • The loss of the services of our key management and personnel or the failure to attract additional key personnel could adversely affect our ability to operate our business.
  • There are many risks we are exposed to relating to our presence and prior business activities in China.
  • We cannot provide assurance that rising inflation will not adversely affect our operations.
  • Due to the nature of our business and products, we may be liable for damages based on product liability and other tort and warranty claims.
  • We cannot provide assurance that global supply-chain constraints and the threat of, or implementation of tariffs on imported or exported goods and materials will not adversely affect our commercialization efforts and business operations.
  • We are dependent on third-party suppliers.
  • Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in developing, constructing, and operating our projects, which could damage our reputation, adversely affect our partner relationships or adversely affect our growth.
  • Macroeconomic pressures in the markets in which we operate may adversely affect our financial results.
  • We are exposed to fluctuations in the market values of our investments and in interest rates, either of which could impair the
  • market value of our investments and harm our financial results.
  • Risks Related to Owning Our Securities
  • The public market for our securities is volatile. This may affect not only the ability of our investors to sell their securities, but the price at which they can sell their securities.
  • There may be future sales of our common stock, or a perception that these sales could occur, which events could cause the price of our common stock to decline.
  • We may be required to raise additional capital by issuing new securities, which may have terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock and our business.
  • We will have broad discretion as to the proceeds that we receive from the cash exercise by any holder of our outstanding warrants, and we may not use the proceeds effectively.
  • You may experience future dilution as a result of issuance of the shares of common stock underlying our outstanding warrants, future equity offerings by us and other issuances of our common stock or other securities. In addition, the issuance of the shares of common stock underlying our outstanding warrants, to the extent our outstanding warrants are exercisable, and future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price.
  • We have not paid dividends in the past and have no immediate plans to pay dividends.
  • We have a significant number of options and restricted stock units outstanding and we may issue additional awards in the future to employees, officers, directors, independent contractors and agents. Sales of the underlying shares of common stock could adversely affect the market price of our common stock.
  • The effective increase in the number of shares of our common stock available for issuance as a result of our reverse stock split could result in further dilution to our existing stockholders and have antitakeover implications.
  • If we are unable to satisfy the continued listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.
  • We have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences and privileges that may adversely affect our common stock or other securities.
  • Our certificate of incorporation (as amended, the “certificate of incorporation”) provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • The rights of our stockholders to take action against our directors and officers are limited.
  • We have incurred and will incur significant costs as a result of being a public company that reports to the Securities and Exchange Commission and our management is required to devote substantial time to meet compliance obligations.

Legal proceedings

From time to time we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in any such matter may harm our business. As of the date of this report, we are not a party to any material pending legal proceedings, except as set forth below.

Catharine M. de Lacy, David Maley, and Judith Schrecker v. ClearSign Technologies Corporation, Case No. 2026-0082-CDW (Delaware Court of Chancery)

On January 16, 2026, Judith Schrecker, David Maley, and Catharine M. de Lacy (“Former Directors”), filed a petition for advancement in the Delaware court of Chancery for an advancement of legal fees relating to a request, by us, for the Former Directors to return material generated by the Special Committee. The advancement proceedings will effectuate an advancement of monies to the Former Directors counsel for monies incurred to represent the Former Directors in this matter. The advancement proceeding will follow a prescribed court process where the legal fees will be reviewed with the goal of concluding reasonable amount payable to the Former Directors’ counsel for representation in this matter. At the date of this report, we do not believe this proceeding will have a material adverse effect on the future operations of the Company. To account for this matter, we have accrued $180 thousand as an estimate for legal services rendered during 2025. Subsequent to December 31, 2025, the total advancement request amounted to $319 thousand.

The opening of Item 3, Legal Proceedings.16

Sources

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  68. 68
  69. 69
  70. 70
  71. 71
  72. 72
  73. 73