UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 8.01 | Other Events. |
On July 6, 2026, ClearSign Technologies Corporation (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to recommence its “at the market” offering, as defined in Rule 415 under the Securities Act of 1933, as amended, under which the Company may offer and sell up to $6,875,000 in shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share, pursuant to that certain At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC, dated July 17, 2025 (the “Sales Agreement”).
The issuance and sale of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-288736) filed with the Securities and Exchange Commission on July 17, 2025, and declared effective on July 28, 2025, as supplemented by the Prospectus Supplement.
A copy of the legal opinion of Mitchell Silberberg & Knupp LLP relating to the Placement Shares is filed as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Mitchell Silberberg & Knupp LLP. | |
| 23.1 | Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 6, 2026
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Name: | Colin James Deller | |
| Title: | Chief Executive Officer | |