CLIR ClearSign Technologies Corporation

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 1, 2024

 

CLEARSIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in Charter)

 

Delaware		001-35521		26-2056298
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employee Identification No.)

 

8023 E. 63rd Place, Suite 101

Tulsa, Oklahoma 74133

(Address of Principal Executive Offices)

 

(918) 236-6461

(Issuer Telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CLIR		The Nasdaq Stock Market LLC

 

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).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously reported by ClearSign Technologies Corporation (the “Company”) on a Current Report on Form 8-K, Robert T. Hoffman, Sr., who had served on the Company’s board of directors (the “Board”) as a designee of clirSPV LLC (the “SPV”) pursuant to that certain Voting Agreement, dated July 12, 2018, between the Company and the SPV (the “Voting Agreement”), resigned from the Board on June 16, 2024. As a result of Mr. Hoffman’s resignation, and in accordance with the Voting Agreement, the SPV nominated G. Todd Silva as its successor designee for consideration by the Board’s nominating and corporate governance committee (the “Governance Committee”). Upon recommendation of the Governance Committee, and effective as of August 1, 2024 (the “Effective Date”), Mr. Silva was appointed to the Board as the SPV’s designee to fill the vacancy created by Mr. Hoffman’s resignation.

   

Mr. Silva, age 59, brings over 30 years of leadership and finance experience in industries spanning from financial services, technology, health care and others. Mr. Silva has served as the Chief Financial Officer of Radiance Therapeutics, Inc., a development stage medical device company, since April 2023. Prior to this current role, Mr. Silva served as the Chief Financial Officer of Point Pickup Technologies, Inc., a logistics platform service, from June 2021 to March 2023, where he worked to consummate and integrate acquisitions, raise capital through various private transactions and assist with corporate governance tasks for their board of directors. Additionally, from October 2020 to June 2021, Mr. Silva was the founder and director of Silva Partnership & Co., a firm that provided corporate advisory services to early-stage technology businesses. Prior to Silva Partnership & Co., Mr. Silva was the executive director of corporate advisory services at Las Olas Capital Partners, a registered investment advisor firm, from October 2017 to September 2019, where he advised a variety of companies on mergers and acquisitions, capital raises, recapitalizations and the launch of special purpose vehicles to invest in corporate and real estate transactions. Mr. Silva received an MBA from Columbia University focused in finance and accounting and a BS from Lehigh University in economics and finance.

 

In connection with his appointment, Mr. Silva received an offer letter from the Company, effective as of the Effective Date (the “Offer Letter”), setting forth the terms of Mr. Silva’s services as a director and his compensation arrangement, which he accepted. Pursuant to the Offer Letter and in accordance with the Company’s director compensation policies, Mr. Silva will be granted restricted stock units (“RSUs”) under the Company’s 2021 Equity Incentive Plan on the first day of every quarter that Mr. Silva serves on the Board (each, a “Grant Date”) in an amount of $15,000, payable on each Grant Date during Mr. Silva’s term of service, with the value of the applicable RSUs determined at the applicable Grant Date. The initial grant amount of RSUs upon Mr. Silva’s appointment will be pro-rated for the portion of the quarter ending September 30, 2024 during which Mr. Silva serves on the Board.

  

The foregoing description of the Offer Letter does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Offer Letter, which is included as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”).

 

In connection with his appointment, Mr. Silva also entered into the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November August 14, 2023.

 

Except for the Voting Agreement, there are no other arrangements or understandings between Mr. Silva and any other person pursuant to which he was selected as a director. There are no family relationships between Mr. Silva and any of our officers and directors and there is no transaction between the Company and Mr. Silva that is required to be disclosed pursuant to Item 404(a) of Regulation S-K

 

Item 7.01

Regulation FD Disclosure.

 

A copy of the Company’s press release announcing Mr. Silva’s appointment described in Item 5.02 is being furnished as Exhibit 99.1 to this Form 8-K. The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1*		G. Todd Silva’s Offer Letter, effective as of August 1, 2024.
10.2**		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).
99.1***		Press Release, dated August 6, 2024.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

* Filed herewith. 

** Previously filed.

*** Furnished herewith.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 6, 2024

 

	CLEARSIGN TECHNOLOGIES CORPORATION
	By:	/s/ Colin James Deller
	Name:	Colin James Deller
	Title:	Chief Executive Officer

 

 

 

Exhibit 10.1

 

July 19, 2024

 

Re: Board of Directors of ClearSign Technologies Corporation - Offer Letter

 

Dear Mr. G. Todd Silva:

 

On behalf of ClearSign Technologies Corporation (the “Company,” “ClearSign,” “we,” “our” or “us”) and our Board of Directors (“Board”), I am pleased to offer you a position as a non-independent member of our Board and as the director nominated by clirSPV in accordance with the terms of the Stock Purchase Agreement dated July 12, 2018. We look forward to working with you on the Board. Should you choose to accept this position as a member of the Board, this letter shall constitute an agreement (the “Agreement”) between you and the Company and contains all the terms and conditions relating to the services to be provided.

 

1.       Term. This Agreement shall be through the date of the next annual shareholders’ meeting expected in early June 2025 and commencing on the date you and the Company execute this Agreement although your actual start date can be mutually agreed to be on that date, or a later date, but it is our expectation that this will not be later than August 2nd 2024. Your term as director shall continue for as long as clirSPV nominates you as its designee, and you are determined to be qualified and elected, or until your successor is nominated by clirSPV and is duly qualified and elected. The position shall be up for re-election each year at the annual shareholders’ meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect. You also agree to resign from the Board of Directors if requested by a majority of the then-sitting members of the Board. This Agreement shall be in effect as long as you are a director on the Board.

 

2.       Services. You shall render services in the area of managing or directing the Company’s property, affairs and business (hereinafter, your “Duties”). You shall consult with other members of the Board at meetings held quarterly, or more regularly if required, in locations determined by the Chief Executive Officer of the Company. You agree that your relationship with the Company will be that of a director and not that of an employee. Nothing in this Agreement is intended to replace, supersede or diminish any of your duties to the Company as a director under state law. You also agree to comply with all federal and state securities laws as well as Company policies, as applicable.

 

3.       Services for Others. You are free to represent or perform services for other persons during the term of this Agreement. However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would be, in any way, in conflict or competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide sufficient information to the Company to allow it to determine if the performance of such services would conflict with areas of interest to the Company.

 

4.       Compensation to Independent Directors. In consideration for your service as a member of the Board, you will receive an award of restricted stock units valued at $15,000 on the grant date, which grant date will be the first day of every quarter that you serve on the Board. These restricted stock units will vest upon death, departure from the board or a “change of control,” as such term is defined in the applicable Agreement as determined by the Board’s Compensation Committee and in accordance with the terms and conditions of the Company's 2021 Equity Incentive Plan. The Company will also reimburse you for reasonable expenses incurred in connection with the performance of your Duties as a director in accordance with the Company’s expense policy then in effect. Should you join the Board or any committee of the Board after the first day of any quarter, you will receive an award of restricted stock units that is pro-rated for the number of days remaining in such quarter.

 

5.       D&O Insurance Policy. You will be entitled to coverage under our Directors and Officers liability insurance as then in effect.

 

 

6.       Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you. The Company shall be free to transfer any of its rights under this Agreement to any affiliate or third party.

 

7.       Confidential Information; Non-Disclosure. In consideration of your access to the premises of the Company and your access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

 

a.       Definition. For purposes of this Agreement the term “Confidential Information” means:

 

i.       Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

 

ii.       Any information that is related to the business of the Company and is generally not known by non-Company personnel.

 

iii.       By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and Agreements.

 

b.       Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

 

i.       Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other Agreement requiring confidentiality between the Company and you;

 

ii.       Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

 

iii.       Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

 

8.       Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company. In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items. You agree to promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company's demand or upon termination of this Agreement or your departure from the Board.

 

9.       Non-Disparagement. You agree to forbear from making, causing to be made, publishing, ratifying or endorsing any and all disparaging remarks, derogatory statements or comments to any third party with respect to the Company and its affiliates, including, without limitation, the Company’s parent, subsidiaries, officers, directors and employees (collectively, “Company Parties”). Further, you hereby agree to forbear from making any public or non-confidential statement with respect to any of the Company Parties. The duties and obligations of this paragraph 9 shall continue following the termination of this Agreement.

 

10.       Non-Solicitation. You agree and covenant not to directly or indirectly solicit, hire, or recruit for your own benefit or the benefit of any other person, or so attempt to solicit, hire, or recruit, any employee of the Company, or induce any other employee of the Company to terminate their employment for two (2) years immediately following your cessation of services to the Company, regardless of the reason. This non-solicitation paragraph explicitly covers all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail, telephone, fax, instant message, and social media, including, but not limited to, Facebook, LinkedIn, Instagram, and Twitter, and any other social media platform, whether or not in existence at the time of entering into this Agreement.

 

 

11.       No Disclosure. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of this business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph 11 shall survive termination of this Agreement.

  

12.       Termination. This Agreement shall terminate in the event of your resignation or termination as a director, or your refusal to stand for re-election or decision not to be nominated or if you are not re-elected for additional terms as a director, effective on the date of your departure from the Board.

 

13.       Entire Agreement; Amendment; Waiver. Other than any requirements and duties under applicable law, this Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written Agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of Agreement.

 

14.       Enforcement.

 

a.       Applicable Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State of Delaware, as if this Agreement were made, and as if its obligations are to be performed, wholly within the State of Oklahoma.

 

b.       Consent to Jurisdiction and Venue. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the state or federal courts of Oklahoma within Tulsa County.

 

c.       Attorneys’ Fees. If court proceedings are required to enforce any provision of this Agreement, the substantially prevailing or successful party shall be entitled to an award of the reasonable and necessary expenses of litigation, including reasonable attorneys’ fees.

 

I appreciate your willingness to serve on our Board and look forward to working with you to serve the Company together. Please indicate your acceptance by signing and returning the enclosed copy of this letter. 

 

 

Very truly yours,

 

 

 SIGNATURE PAGE FOLLOWS

 

 

ClearSign Technologies Corporation

 

 

	/s/ Colin James Deller
	Dr. Colin James Deller, Chief Executive Officer

 

ACCEPTED AND AGREED:
/s/ G. Todd Silva
Name: G. Todd Silva
Date: August 1, 2024

 

 

 

Exhibit 99.1

 

 

ClearSign Technologies Appoints G. Todd Silva to Board of Directors

 

TULSA, Okla., August 6, 2024 -- 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 G. Todd Silva has been appointed to serve as a member of the Company’s Board of Directors (the “Board”), effective as of August 1, 2024. Mr. Silva was nominated by clirSPV LLC to serve as its director designee.

 

Mr. Silva brings over 30 years of leadership and finance experience in industries spanning from financial services, technology, health care and others. Mr. Silva has served as the Chief Financial Officer of Radiance Therapeutics, Inc., a development stage medical device company, since April 2023. Prior to this current role, Mr. Silva served as the Chief Financial Officer of Point Pickup Technologies, Inc., a logistics platform service where he worked to consummate and integrate acquisitions, raise capital through various private transactions and assist with corporate governance tasks for their board of directors. Additionally, Mr. Silva was the founder and director of Silva Partnership & Co., a firm that provided corporate advisory services to early-stage technology businesses. Prior to Silva Partnership & Co., Mr. Silva was the executive director of corporate advisory services at Las Olas Capital Partners, a registered investment advisor firm where he advised a variety of companies on mergers and acquisitions, capital raises, recapitalizations and the launch of special purpose vehicles to invest in corporate and real estate transactions. Mr. Silva received an MBA from Columbia University focused in finance and accounting and a BS from Lehigh University in economics and finance.

 

“On behalf of the Company and the Board, I want to welcome Todd to ClearSign,” said Jim Deller, Ph.D., Chief Executive Officer of ClearSign. “Todd has a wealth of experience and I look forward to working with him as we continue to expand and develop ClearSign’s business.”

 

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.

 

For further information:

 

Investor Relations:

Matthew Selinger

Firm IR Group for ClearSign

+1 415-572-8152

mselinger@firmirgroup.com

 

 

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Cover	Aug. 01, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Aug. 01, 2024
Entity File Number	001-35521
Entity Registrant Name	CLEARSIGN TECHNOLOGIES CORPORATION
Entity Central Index Key	0001434524
Entity Tax Identification Number	26-2056298
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8023 E. 63rd Place, Suite 101
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74133
City Area Code	918
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CLIR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---