TULSA,
Okla., April 19, 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 pricing 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 will
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 connection with the offering, ClearSign has granted the
underwriters a 45-day option to purchase up to an additional 15% of
shares of common stock or shares of common stock and accompanying
warrants at the public offering prices, less underwriting discounts
and commissions.
In a private placement to be completed concurrently with the
completion of the public offering, ClearSign will issue to an
accredited investor an aggregate of 5,405,405 shares of common
stock (or pre-funded warrants in lieu thereof) and redeemable
warrants to purchase up to 8,108,108 shares of common stock. The
offering prices in the private placement are $0.91 per share and $0.015 per one and a half warrant. 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 is acting as the sole book-running manager
for the public offering and as a placement agent for the private
placement.
ClearSign expects to receive aggregate gross proceeds from the
public and private offering, excluding the exercise of the
underwriters' overallotment option, of approximately $9.3 million, excluding underwriting and
placement agent discounts and commissions and other
offering-related expenses.
Both offerings are expected to close on or about April 23, 2024, subject to customary closing
conditions.
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 are being 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 preliminary 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. A final prospectus supplement relating to
the public offering will be filed with the SEC and will be
available on the SEC's website located at www.sec.gov. When
available, 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 is being 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 satisfy the closing
conditions related to the public offering and private placement and
the overall timing and completion of such offerings closing
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